Common use of No Solicitation Clause in Contracts

No Solicitation. (a) Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder The Company shall not, and shall cause the Company Subsidiary and its Affiliates Representatives not to: (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal that constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in Section 5.2(c) hereof), (ii) engage in negotiations or discussions (other than to advise as to the Company and any existence of the Acquired Companiesrestrictions set forth in this Section 5.2) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act with, or purport to act on behalf of the Company) not furnish any information or data to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead third party relating to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to approve any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything to the contrary contained in this Section 5.2 or in any other provision of this Agreement: , the Company and its Representatives (i) may participate in discussions or negotiations with or furnish information to any third party making an unsolicited Acquisition Proposal (a "Potential Acquiror") or approve an unsolicited Acquisition Proposal if (x) neither the Company nor any of its Representatives has violated the provisions of this Section 2.3 apply solely 5.2 and (y) the board determines in good faith with advice from its financial advisor that the Potential Acquiror submitting such Acquisition Proposal is reasonably capable of consummating such Acquisition Proposal, and the board determines in good faith after receiving advice from its financial advisor, that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal (as defined in Section 5.2(d) hereof). Prior to furnishing any non-public information to a Potential Acquiror, the Company shall enter into an agreement with such Potential Acquiror containing confidentiality, standstill and nonsolicitation provisions at least as favorable to the Stockholder when acting Company as the confidentiality, standstill and nonsolicitation provisions of the Confidentiality Agreement and the Letter of Intent. In the event that the Company shall determine to provide any information as described above, or shall receive any Acquisition Proposal (or any material amendment to an Acquisition Proposal previously received), it shall promptly, and in his any event within 24 hours, inform Buyer in writing as to that fact and shall furnish to Buyer the identity of the recipient of such information to be provided and/or the Potential Acquiror and the terms of such Acquisition Proposal (or its capacity material amendment). (b) Except as a Stockholder provided in this Section 5.2(b), the board of directors of the Company and not when acting or purporting shall recommend to act as a Representative the stockholders of the Company (it being understood that the adoption of this Agreement. The board of directors of the Company has separate shall not (i) withdraw or modify or propose to withdraw or modify, in any manner adverse to Buyer, its approval and independent obligations to Parent and Merger Sub in respect recommendation of the solicitation adoption of Acquisition Proposals under Section 4.3 of the Merger Agreement); this Agreement or (ii) none approve or recommend, or propose to approve or recommend, any Acquisition Proposal unless, in each case, the board has (x) determined in good faith that the failure to take such action would be inconsistent with the board's fiduciary duties under applicable law and (y) gives at least five (5) business days' prior written notice to Buyer of the provisions its determination under clause (x) of this Section 2.3 5.2(b). (c) For purposes of this Agreement, "Acquisition Proposal" shall be construed to prohibitmean any bona fide proposal, limit whether in writing or restrict the Stockholder or any of its Representatives (A) who is otherwise, made by a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.third party to:

No Solicitation. (a) Stockholder Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, (ia) solicit, initiate, encourageknowingly facilitate or knowingly encourage (including by way of providing information or taking any other action) any inquiries, induce proposals or facilitate offers, or the making, making of any submission or announcement of any Acquisition Proposal inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Company Takeover Proposal, (b) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person regarding, or furnish to any Person any information or afford access to the business, properties, assets, books or records of the Company to, or take any other action to assist, knowingly facilitate or knowingly encourage any effort by any Person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 4.6, to refer the inquiring person to the restrictions of this Section 4.6 and of the Merger Agreement and to limit such Stockholder’s communication exclusively to such referral), (c) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Company Takeover Proposal, (d) knowingly encourage or recommend any other holder of Company Common Stock to vote against the Merger or to not tender shares of Company Common Stock into the Offer or (e) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct and cause its Representatives to, immediately cease and cause to be terminated all solicitations, discussions or negotiations regarding any inquiry, proposal or offer with any Person or groups that may be ongoing with respect to any Company Takeover Proposal or potential Company Takeover Proposal or that could reasonably be expected to lead to an Acquisition a Company Takeover Proposal. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection general partner that is no longer affiliated with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalsuch Stockholder, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company any employees or other Representatives, in compliance with the covenants each case of clauses (i) to (iii), who do not have actual knowledge of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithTransactions.

No Solicitation. (a) Subject to Section 6 hereof, prior to the Termination Date, the Stockholder shall not, and the Stockholder shall instruct and use its reasonable best efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage or knowingly facilitate any inquiry, encourage, induce proposal or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides foroffer which constitutes, or could reasonably be expected to materially facilitate or is designed to facilitatelead to, an a Parent Acquisition Proposal. , (dii) Notwithstanding anything participate in any discussions or negotiations regarding, or furnish to any Person (other than Merger Sub, the contrary contained in this Agreement: (iCompany, its Affiliates and their respective Representatives) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations any nonpublic information relating to Parent and Merger Sub its Subsidiaries, in respect connection with any Parent Acquisition Proposal, (iii) approve or recommend, or make any public statement approving or recommending, a Parent Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or other similar agreement providing for a Parent Acquisition Proposal, (v) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the solicitation SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of Parent Stock intending to facilitate any Acquisition Proposals under Section 4.3 Proposal or cause any holder of shares of Parent Stock not to vote to adopt the Merger Agreement and approve the Merger or any of the Merger Agreement); other transactions contemplated thereby, (iivi) none become a member of a “group” (as such term is used in Section 13(d) of the provisions Exchange Act) with respect to any voting securities of this Section 2.3 Parent that takes any action in support of a Parent Acquisition Proposal or (vii) otherwise resolve or agree to do any of the foregoing. The Stockholder shall promptly (and in any event within 48 hours) notify the Company after receipt of any Parent Acquisition Proposal, any inquiry or proposal that would reasonably be construed expected to prohibit, limit lead to a Parent Acquisition Proposal or restrict any inquiry or request for nonpublic information relating to Parent and its Subsidiaries by any Person who has made or would reasonably be expected to make a Parent Acquisition Proposal and provide to the Company copies of all material correspondence and written materials sent or provided to the Stockholder or any of its Representatives (A) who is a member Subsidiaries relating to such Parent Acquisition Proposal or such inquiry or proposal. Such notice shall indicate the identity of the Board Person making the proposal or offer, the material terms and conditions of Directors any such proposal or offer and any related financing and, if applicable, the nature of the information requested pursuant to such inquiry or request. Thereafter, the Stockholder shall keep the Company from exercising its fiduciary duties reasonably informed, on a prompt basis (and in any event within 48 hours), regarding any material changes to the status and material terms of any such proposal or offer (including any material amendments thereto or any material change to the scope or material terms or conditions thereof), and provide to the Company by voting copies of all material correspondence and written materials sent or taking provided to the Stockholder or any other action whatsoever in his capacity of its Subsidiaries relating to such proposal or offer. The Stockholder agrees that, as a director or (B) who is an officer or employee of the Company from taking date hereof, it and its Representatives have ceased and caused to be terminated any action whatsoever in such capacity; and (iii) no action taken existing activities, solicitations, discussions or negotiations by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Notwithstanding anything in this Agreement to the Company contrary, (i) the Stockholder shall not be responsible for the actions of Parent or its Board of Directors (or any Committee thereof), any Subsidiary of Parent, or any officers, directors (in connection therewiththeir capacity as such), employees and professional advisors of any of the foregoing (the “Parent Related Parties”), including with respect to any of the matters contemplated by this Section 5(a), (ii) the Stockholder makes no representations or warranties with respect to the actions of any of the Parent Related Parties, and (iii) any breach by Parent of its obligations under Section 7.4 of the Merger Agreement shall not be considered a breach of this Section 5(a) (it being understood for the avoidance of doubt that the Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Parent Related Party) of this Section 5(a)).

No Solicitation. (a) Prior to the termination of this Agreement, each Stockholder shall not, and shall cause its Affiliates officers, employees, legal counsel, financial advisors, agents and other representatives (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companycollectively, “Representatives”) not to, directly or indirectly (ia) solicit, solicit or initiate, encourageor knowingly encourage or facilitate, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an inquiries regarding the submission of any Acquisition Proposal, (iib) participate in any discussions or negotiations regarding, or furnish any third party any confidential information regarding any of the Acquired Companies Company or its Subsidiaries in response to any Person or in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an any Acquisition Proposal, or (iiic) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposal, (iv) approve, endorse Proposal or recommend approve or resolve to approve any Acquisition Proposal or (vProposal; provided, however, notwithstanding anything in this Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the restrictions set forth in this Section 5.1 shall not apply to the Stockholders and their Representatives, including in their capacity as beneficial owners of the Covered Shares, to the extent that the Company and its Subsidiaries, and its and their Representatives, are permitted by the terms of Section 5.4(a) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating the Merger Agreement to any Acquisition Transaction. (b) take such actions. Each Stockholder shall, and shall cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any existing (as of third party conducted prior to the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives Agreement with respect to any Acquisition Proposal. (c) Stockholder shall not enter into . Notwithstanding any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything provision in this Agreement to the contrary contained contrary, the Stockholders have entered into this Agreement solely in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its their capacity as the beneficial owners of the Covered Shares, and nothing herein shall limit or effect any actions taken by any Stockholder or Representative of a Stockholder of the Company and not when acting in such Stockholder’s or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his such Representative’s capacity as a director or (B) who is officer of the Company. In addition, for purposes of this Agreement, the Company shall be deemed not to be an officer Affiliate of any of the Stockholders, and any officer, director, employee, agent or employee advisor of the Company from taking any action whatsoever (in such capacity; and (iii) no action taken by the Company each case, in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal their capacities as such), shall serve as the basis be deemed not to be a Representative of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithStockholder.

No Solicitation. (a) From and after the date hereof until the termination of the Merger Agreement, the Stockholder shall will not, and shall cause its Affiliates (other than the Company and will not authorize or permit any of the Acquired Companiesits officers, directors, employees, general partners, agents, affiliates over which it has control or other representatives (collectively, "Stockholder Representatives") and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, solicit or encourage (iincluding by way of providing information) solicit, initiate, encourage, induce any prospective acquiror or facilitate the making, invitation or submission or announcement of any Acquisition Proposal inquiries, proposals or take offers or any action other efforts or attempts that could constitute, or may reasonably be expected to lead to to, an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) The Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by the Stockholder or any of its Stockholder Representatives with respect to any Acquisition ProposalProposal existing on the date hereof. (c) Prior to the termination of the Merger Agreement, the Stockholder will promptly notify Pogo of any requests for information made to the Stockholder or any Stockholder Representative or the receipt of any Acquisition Proposal made to the Stockholder or any Stockholder Representative, including the identity of the person or group engaging in such discussions or negotiations, requesting such information or making such Acquisition Proposal, and the material terms and conditions of any Acquisition Proposal. (d) Prior to the termination of the Merger Agreement, the Stockholder shall not enter into any Contract agreement with any Person person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitatein any way facilitates, an Acquisition Proposal. (de) Notwithstanding anything contained herein to the contrary contained in this Agreement: (i) contrary, the provisions of this Section 2.3 apply solely to the 1.03 do not prohibit any Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under who is also an Arch Representative from taking actions permitted by Section 4.3 4.2 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder Subject to Section 5.3(b), the Company shall not and shall ensure that the other Company Entities do not, and shall cause its Affiliates (other than the Company and shall not permit any Person that is a Representative of any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not Entities to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage, assist, or induce or facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any other comparable action that could reasonably be expected to lead to an Acquisition Proposal, Proposal or Acquisition Inquiry; (ii) furnish or otherwise provide access to any information regarding any of the Acquired Companies Company Entities to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, Proposal or Acquisition Inquiry; or (iv) approveresolve or publicly propose to take any of the actions referred to in clause (i), endorse or recommend any Acquisition Proposal (ii) or (viii) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthis sentence. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in Section 5.3(a), prior to the adoption of this AgreementAgreement by the Requisite Stockholder Approval, the Company may furnish non-public information regarding the Company Entities to, and may enter into discussions or negotiations with, any Person in response to an unsolicited, bona fide, written Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if: (i) neither any Company Entity nor any Representative of any Company Entity shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 5.3 or Section 6.2 of this Section 2.3 apply solely to Agreement or in the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Confidentiality Agreement); (ii) none such Acquisition Proposal constitutes a Superior Offer; (iii) the board of directors of the Company determines in good faith, after having consulted with the Company’s outside legal counsel, that the failure to take such action would constitute a breach by the Company’s board of directors of its fiduciary obligations to the Company’s stockholders under applicable Delaware law; (iv) the Company (A) gives Parent as soon as reasonably practicable prior written notice of the identity of such Person and of the Company’s intention to furnish non-public information to, or enter into discussions or negotiations with, such Person, and (B) receives from such Person, and immediately delivers to Parent a copy of, an executed confidentiality agreement (which the Company will be permitted to negotiate with such Person) containing (1) customary limitations on the use and disclosure of all non-public written and oral information furnished to such Person by or on behalf of the Company Entities and (2) other provisions no less favorable to the Company than the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Section 2.3 shall be construed Agreement; and (v) the Company furnishes such non-public information to prohibitParent at the same time (to the extent such non-public information has not been previously furnished by the Company to Parent). (c) If the Company, limit or restrict the Stockholder any other Company Entity or any Representative of its Representatives any Company Entity receives an Acquisition Proposal or Acquisition Inquiry, then the Company shall promptly (and in no event later than 24 hours after receipt of such Acquisition Proposal or Acquisition Inquiry) (i) advise Parent in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the material terms and conditions thereof) and (ii) provide Parent with copies of all documents and written communications (and written summaries of all oral communications) received by any Company Entity or any Representative of any Company Entity from the Person that made or submitted such Acquisition Proposal or Acquisition Inquiry, or any Representative of such Person, setting forth the terms and conditions of, or otherwise relating to, such Acquisition Proposal or Acquisition Inquiry. The Company shall keep Parent reasonably informed with respect to the status of any such Acquisition Proposal or Acquisition Inquiry and any modification or proposed modification thereto, and shall promptly (and in no event later than one business day after transmittal or receipt of any correspondence or communication) provide Parent with a copy of any correspondence or written communication (and a written summary of any oral communication) between (A) who is any Company Entity or any Representative of any Company Entity and (B) the Person that made or submitted such Acquisition Proposal or Acquisition Inquiry, or any Representative of such Person. (d) Promptly after the date of this Agreement, the Company shall request each Person that has executed a member confidentiality or similar agreement in connection with such Person’s consideration of the Board a possible Acquisition Proposal or investment in any Company Entity to return or destroy all confidential information previously furnished to such Person by or on behalf of Directors any of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithEntities.

No Solicitation. (a) The Stockholder hereby agrees that during the term of this Agreement, except as permitted by Section 5.4(b), it shall not, and shall cause use its reasonable best efforts to ensure that any of its Affiliates (other than the Company and any of the Acquired Companies) and its or Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act do not, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, induce knowingly encourage or facilitate (including by way of furnishing non-public information) the making, submission or announcement of any an Acquisition Proposal or take any action proposal, offer or inquiry that could may reasonably be expected to lead to an Acquisition Proposal, (ii) furnish participate or enter into or engage in negotiations or discussions with, or provide any non-public information regarding or data to, any person (other than Parent or any of the Acquired Companies its affiliates or representatives) relating to any Person in connection with or in response to an Acquisition Proposal or an any proposal, offer or inquiry or indication of interest that could may reasonably be expected to lead to an Acquisition Proposal, (iii) engage make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Company Stock in connection with any vote or other action on any of the Section 3.1(a) Matters, other than to recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or to otherwise vote or consent with respect to Covered Shares in a manner that would not violate Section 3.1, (iv) vote, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any letter of intent, memorandum of understanding, agreement, option agreement or other agreement relating to an Acquisition Proposal or any proposal, offer or inquiry that may reasonably be expected to lead to an Acquisition Proposal, or (v) agree to do any of the foregoing. The Stockholder hereby agrees immediately to cease and cause to be terminated all existing solicitations, discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent offer, proposal or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person inquiry that provides for, or could may reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal. (d) Notwithstanding anything , and will inform its Affiliates and Representatives of the obligations undertaken by the Stockholder pursuant to the contrary contained in this Agreement: (i) , including this Section 5.4(a). If any of the provisions Stockholder’s Affiliates or Representatives takes any action that the Stockholder is not permitted to take under this Section 5.4, it shall be deemed to be a breach of this Section 2.3 apply solely 5.4 by the Stockholder. Notwithstanding anything in this Agreement (including the immediately preceding sentence) to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitcontrary, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company or any of its Affiliates or Representatives in compliance with Section 6.2 of the covenants Merger Agreement shall be a violation by the Stockholder of this Section 5.4(a). (b) Notwithstanding anything contained in this Agreement to the contrary, in the event that the Company Board of Directors exercises its rights under Section 6.2 of the Merger Agreement to (i) furnish information concerning, and provide access to, the Company’s business, properties, employees and assets to any Person or Persons (and their Representatives acting in such capacity), and/or (ii) participate, engage or assist in discussions and negotiations with any Person or Persons (and their Representatives acting in such capacity), in each case, in compliance with Section 6.2 of the Merger Agreement, then (x) the Stockholder and its Representatives likewise may furnish any such information to such Person or Persons, provide such Person or Persons with any such access, and/or participate, engage or assist in any such discussions and negotiations with such Person or Persons; provided that any action taken by the Stockholder shall be taken only in coordination with the Company Board of Directors, and (y) in connection with the Company’s termination of the Merger Agreement pursuant to Section 9.1(f) thereof in order to enter into a transaction which is a Superior Proposal, the Stockholder shall be entitled to enter into a voting or other support agreement with the Person making the Superior Proposal, provided that the effectiveness of such agreement shall be conditioned on the termination of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this compliance with Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith6.2(c) thereof.

No Solicitation. Stockholder agrees that: (a) Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its and their Representatives (other than Representatives of Stockholder who are are also Representatives of as defined in the Company and who act or purport to act on behalf of the CompanyMerger Agreement) not to, directly or indirectly, (i) solicit, initiate, encourage, induce encourage or take any other action to facilitate the making, submission or announcement of any Acquisition Proposal or other proposal related to an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to the Company or its Subsidiaries to, any Person with respect to, or take any other action knowingly to facilitate, any inquiries or the making of any proposal that could constitutes, that would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalany Alternative Transaction, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or Alternative Transaction or (viv) enter into any agreement or agreement in principle, letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or Alternative Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract agreement with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (dc) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 Agreement apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative representative or an officer or director of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.2 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 Agreement shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives representatives (A) who is a member of the Board of Directors of the Company from exercising its his fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 hereunder notwithstanding the fact that the Stockholder or its Representatives representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder Subject to Section 6, each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and not instruct, authorize or knowingly permit any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act acting on its behalf to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, propose or knowingly induce or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) 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 Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent, Merger Sub 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, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or take any action inquiries or the making of any proposal that could would reasonably be expected to lead to an Acquisition Proposal, ; (iiiii) furnish any information regarding any of the Acquired Companies to participate or engage in discussions or negotiations with any Person in connection (other than its Representatives or Parent, Merger Sub or any designees of Parent or Merger Sub) with or in response respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in Section 5.3 of the Merger Agreement and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); (iv) approve, endorse or recommend an inquiry Acquisition Proposal or indication of interest any other proposals that could would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal ; or (v) enter into any letter Alternative Acquisition Agreement. For clarity, if such Stockholder is a venture capital, investment fund or private equity investor, the term “Representative” (a) shall include any general partner of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. such Stockholder that is still affiliated with such Stockholder, but (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: exclude (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); any limited partner, (ii) none of the provisions of this Section 2.3 shall be construed to prohibitany general partner that is no longer affiliated with such Stockholder, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the transactions contemplated by the Company Merger Agreement. Notwithstanding the foregoing, nothing in compliance with the covenants this Section 12 shall restrict (or require Stockholder to attempt to restrict) any actions or omissions of any director or officer of the Merger Agreement Company acting in respect their capacity as such, provided, that this sentence shall not affect or otherwise diminish the obligations of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithunder the Merger Agreement, including Section 5.3 therein.

No Solicitation. (a) Stockholder The Company and its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. (b) Subject to Section 6.2(c), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Effective Time, the Company and its Subsidiaries shall not, and nor shall cause its Affiliates (other than the Company and they authorize or knowingly permit any of the Acquired Companiestheir respective directors, officers or other employees, controlled affiliates, or any investment banker, attorney or other agent or representative (collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, initiate or induce or facilitate the making, submission or announcement of any Acquisition Proposal of, or take any action that could reasonably be expected to lead to knowingly encourage, facilitate or assist, an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other information, or to any personnel, of the Company or any of its Subsidiaries, in connection with any such case that would reasonably be expected to induce the making, submission or in response to announcement of, or encourage, facilitate or assist, an Acquisition Proposal or an inquiry any inquiries or indication the making of interest any proposal that could would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to any an Acquisition Proposal, (iv) approve, endorse or recommend any an Acquisition Proposal or Proposal, (v) enter into any letter of intent intent, memorandum of understanding or similar document or any other Contract contemplating or otherwise relating to any an Acquisition Transaction, or (vi) resolve or agree to do any of the foregoing. (bc) Stockholder shall immediately cease Notwithstanding anything to the contrary set forth in this Section 6.2 or elsewhere in this Agreement, prior to the Appointment Time, the Company Board may, directly or indirectly through the Company’s Representatives, (i) participate or engage in discussions or negotiations with any Person that has made a bona fide, written and cause unsolicited Acquisition Proposal that the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) either constitutes or is reasonably likely to be terminated lead to a Superior Proposal, and/or (ii) furnish to any existing Person that has made a bona fide, written and unsolicited Acquisition Proposal that the Company Board determines in good faith (as after consultation with its financial advisor and outside legal counsel) either constitutes or is reasonably likely to lead to a Superior Proposal any non-public information relating to the Company and access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder Company or any of its Representatives Subsidiaries, in each case under this clause (ii) pursuant to a confidentiality agreement, the terms of which are no less favorable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality agreement need not contain a “standstill” or other similar provision that prohibits such third party from making any proposal to acquire the Company, acquire securities of the Company, nominate for election members of the Company Board or take any other action); provided however, that in the case of any action taken pursuant to the preceding clauses (i) or (ii), (A) the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law, (B) the Company gives Parent not less than 24 hours prior written notice of the identity of such Person and the material terms of such Acquisition Proposal (unless such Acquisition Proposal is in written form, in which case the Company shall give Parent a copy thereof) and of the Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person, and (C) contemporaneously with furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent to the extent such information has not been previously furnished by the Company to Parent. The Company shall provide Parent with a correct and complete copy of any confidentiality agreement entered into pursuant to this paragraph within 24 hours of the execution thereof. The Company shall not terminate, waive, amend, release or modify any material provision of any confidentiality agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. (c) Stockholder , and shall not enter into enforce the material provisions of any Contract such agreement and shall provide Parent with copies of any Person that provides for, additional written documentation delivered to the Company or could reasonably be expected to materially facilitate any of its Subsidiaries or is designed to facilitate, an Acquisition Proposalits or its Subsidiaries’ Representatives in connection therewith. (d) Notwithstanding anything to Without limiting the contrary contained generality of the foregoing, Parent, Acquisition Sub and the Company acknowledge and hereby agree that any violation of the restrictions set forth in this Agreement: (i) Section 6.2 by any directors or officers of the provisions Company shall be deemed to be a breach of this Section 2.3 apply solely 6.2 by the Company. (e) In addition to the Stockholder when acting in his or its capacity as a Stockholder obligations of the Company and not when acting or purporting to act as a Representative of set forth in Section 6.2(b), the Company shall promptly (it being understood that and in any event within 24 hours following receipt) notify Parent orally and in writing if the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Subsidiaries or any of its or its Subsidiaries’ Representatives receives (Ai) who is a member of the Board of Directors of the Company from exercising its fiduciary duties any Acquisition Proposal, (ii) any request for information that would reasonably be expected to the Company by voting lead to an Acquisition Proposal, or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, such notice to include the Company terms and conditions of such Acquisition Proposal, request or inquiry (including a copy, if made in compliance with writing, or a written summary, if made orally), and the covenants identity of the Merger Agreement in respect Person or group making any such Acquisition Proposal, request or inquiry. The Company shall keep Parent informed on a current basis of the status and terms of any such Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder Proposal, request or its Representatives have provided advice or assistance to the Company in connection therewithinquiry, and any material developments related thereto.

No Solicitation. (a) Each Stockholder represents and warrants to, and covenants and agrees with, Parent and the Purchaser that such Stockholder does not have any agreement, arrangement or understanding with any potential acquiror of the Company that, directly or indirectly, would be violated, or require any payments, by reason of the execution, delivery and/or consummation of this Agreement. 4 (b) Each Stockholder shall, and shall cause its agents and representatives to, immediately cease any existing discussions or negotiations with any Third Party (as defined in the Merger Agreement) heretofore conducted with respect to any Acquisition Transaction (as defined in the Merger Agreement). Until the Termination Date, each Stockholder shall not, and shall cause its Affiliates (other than the Company agents and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) representatives not to, directly or indirectly, (ix) solicit, initiate, encouragecontinue, induce facilitate or facilitate the makingencourage (including by way of furnishing or disclosing non-public information) any inquiries, submission proposals or announcement of offers from any Acquisition Proposal Third Party with respect to, or take any action that could reasonably be expected to lead to an to, any Acquisition ProposalTransaction or (y) negotiate, (ii) furnish explore or otherwise communicate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations way with any Person Third Party with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of . If the Board of Directors of the Company from exercising its fiduciary duties determines that a Third Party proposal for an Acquisition Transaction constitutes a Superior Proposal (as defined in the Merger Agreement) in accordance with the provisions of Section 6.06 of the Merger Agreement, then, notwithstanding the provisions of this Section 6(b), the Stockholders shall be permitted to negotiate, discuss or otherwise communicate with such Third Party with respect to a tender and voting agreement with terms no less favorable in the aggregate to each Stockholder than those contained in this Agreement; provided that no Stockholder shall enter into any such tender and voting agreement (i) prior to the Company by voting or taking any other action whatsoever in his capacity as a director Termination Date or (Bii) with any Third Party with whom negotiations for an Acquisition Transaction had taken place prior to the Termination Date if such tender and voting agreement contains provisions less favorable in the aggregate to such Stockholder than those contained in this Agreement. In addition, the provisions of this Section 6(b) shall not be deemed to prohibit any Stockholder who is an officer or employee director of the Company from taking any action whatsoever actions permitted to be taken by an officer or director, as the case may be, in such capacity; Stockholder's capacity as an officer and/or director, as the case may be, of the Company. (c) Until the Termination Date, each Stockholder shall promptly (but in any event within one day of such Stockholder becoming aware of same) (i) advise Parent of the receipt by such Stockholder or any of its agents or representatives of any inquiries or proposals relating to an Acquisition Transaction, (ii) provide Parent with a copy of any such inquiry or proposal in writing and a written statement with respect to any such inquiries or proposals not in writing, which statement shall include the identity of the parties making such inquiries or proposal and the material terms thereof and (iii) no action taken by the Company in compliance with the covenants inform Parent of the Merger Agreement in status and content of and developments with respect of to any discussions regarding any Acquisition Proposal shall serve as the basis of Transaction with a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithThird Party.

No Solicitation. (a) Subject to Section 8.15, Stockholder agrees that, during the Restricted Period, Stockholder shall not, and nor shall cause its Affiliates (other than the Company and it authorize or permit any of its general partners and managing members, and their respective officers, employees and representatives (the Acquired Companies“Stockholder Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (ia) solicit, initiate, encourage, induce knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to a ▇▇▇▇ Corporation or take any action that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a ▇▇▇▇ Corporation; (iib) knowingly furnish any information regarding any of the Acquired Companies ▇▇▇▇ Corporations to any Person in connection with or in response to an Acquisition Proposal with respect to a ▇▇▇▇ Corporation or an inquiry or indication of interest that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a ▇▇▇▇ Corporation; (iiic) engage in discussions or negotiations with any Person relating to any Acquisition Proposal with respect to any a ▇▇▇▇ Corporation by such Person or Acquisition Proposal, Inquiry with respect to a ▇▇▇▇ Corporation by such Person; (ivd) approve, endorse or recommend any Acquisition Proposal with respect to a ▇▇▇▇ Corporation or Acquisition Inquiry with respect to an ▇▇▇▇ Corporation; (ve) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Transaction or Acquisition Inquiry with respect to an ▇▇▇▇ Corporation; (bf) make any disclosure or communication to any Person (other than to any Stockholder Representative) (i) of or with respect to any non-public information relating to the Merger, any of the transactions contemplated by the Merger Agreement, this Agreement, the Merger Agreement or any Acquisition Proposal in furtherance of or in connection with an Acquisition Inquiry or Acquisition Proposal (without the Company’s prior written approval) or (ii) indicating that Stockholder is against the Merger or any of the transactions contemplated by the Merger Agreement, unless: (A) Stockholder shall have been advised by Stockholder’s outside legal counsel that such disclosure or communication is required by applicable law; and (B) to the extent reasonably practicable, prior to making such disclosure or communication, Stockholder shall have provided the Company with reasonable (and in no event less than 48 hours’) advance written notice of Stockholder’s intent to make such disclosure or communication, the content of such disclosure or communication and the identities of the Persons to which such disclosure or communication is intended to be made; (g) take any action that could result in the revocation or invalidation of the Proxy; or (h) agree or publicly propose to take any of the actions referred to in this Section 4 or otherwise prohibited by this Agreement. Stockholder shall immediately cease and cause discontinue, and Stockholder shall direct the Stockholder Representatives, if any, immediately to be terminated cease and discontinue, any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation discussions with any parties conducted heretofore by Stockholder or any of its Representatives with respect Person that relate to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder covenants and agrees that, prior to the Expiration Date, Stockholder shall not, and nor shall cause its Affiliates (other than the Company and it authorize or permit, as applicable, any of the Acquired Companiesits subsidiaries or its or their directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, induce encourage or facilitate any inquiries or the making, submission or announcement making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Acquisition Proposal or take Parent Acquisition Proposal (each as defined below), including without limitation amending or granting any action waiver or release under any standstill or similar agreement with respect to any Parent Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Company Acquisition Proposal or Parent Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an any Company Acquisition Proposal or Parent Acquisition Proposal. Notwithstanding the foregoing and subsection (c) below, to the extent Stockholder or any Representative of Stockholder is a director of Parent, Stockholder may take, and Stockholder may permit such Representative to take, such actions in his or her capacity as director of Parent as are expressly permitted to be taken by the Board of Directors of Parent with respect to a Parent Acquisition Proposal pursuant to (iiA) furnish any information regarding any Section 7(a) of the Acquired Companies to any Person Majority Stockholder Voting Agreement in connection with or in response to an a bona fide, unsolicited Parent Acquisition Proposal made or an inquiry or indication received after the date of interest that could reasonably be expected to lead to an Acquisition Proposalthis Agreement, (iiiB) engage Section 7(b) of the Majority Stockholder Voting Agreement and (C) Section 7(d) of the Majority Stockholder Voting Agreement, in discussions each case subject to the conditions and limitations set forth in the Majority Stockholder Voting Agreement and in the case of (A) and (B), as long as such actions do not follow a breach by Stockholder or negotiations with any Person with respect to any Acquisition Proposal, (ivsuch Representative of this Section 7 or a breach by Parent of Section 7(a) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe Majority Stockholder Voting Agreement. (b) Stockholder shall immediately cease notify the Buyer orally, with written confirmation to follow promptly (and cause in any event within 48 hours), of any Company Acquisition Proposal or Parent Acquisition Proposal or any request for nonpublic information in connection with, or that would reasonably be expected to be terminated lead to, any existing (as Company Acquisition Proposal or Parent Acquisition Proposal and of any material modifications to any Company Acquisition Proposal or Parent Acquisition Proposal, received by Stockholder, such notice to include all written materials delivered to Stockholder by the person making such inquiry, Company Acquisition Proposal or Parent Acquisition Proposal and in any case the identity of such person and a description of the date terms of this Agreement) solicitation, initiation, encouragement, activity, discussion such Company Acquisition Proposal or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Parent Acquisition Proposal. (c) Stockholder shall, and shall not enter into cause its Representatives to, cease immediately all discussions and negotiations regarding any Contract with any Person proposal that provides forconstitutes, or could reasonably be expected to materially facilitate lead to, a Company Acquisition Proposal or is designed to facilitate, an Parent Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to and in accordance with Article VIII, except as otherwise set forth in this Section 5.5, the Company shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) Subsidiaries and its Representatives and their respective directors and officers not to and shall use its reasonable best efforts to cause its and its Subsidiaries’ respective non-officer employees, investment bankers, attorneys, consultants, accountants and other advisors or representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companycollectively, “Representatives”) not to, directly or indirectly: (i) solicit, initiate, encourage, initiate or take any action to knowingly facilitate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action proposal or inquiry that could would reasonably be expected to lead to an Acquisition Proposal, ; (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information regarding relating to the Company or any of its Subsidiaries to, provide or afford access to the Acquired Companies business, properties, assets, books or records of the Company or any of its Subsidiaries to, any third party that the Company knows or should reasonably be expected to any Person in connection with know is seeking to make, or in response to has made, an Acquisition Proposal or an any inquiry or indication of interest proposal that could would reasonably be expected to lead to an Acquisition Proposal, Proposal (iii) engage in discussions or negotiations with any except to notify such Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none existence of the provisions of this Section 2.3 shall be construed 5.5); (iii) (A) withdraw or qualify, amend or modify in any manner adverse to prohibitParent, limit the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus, (C) recommend, adopt or restrict approve or publicly propose to recommend, adopt or approve any Acquisition Proposal or enter into or approve, recommend or declare advisable for the Stockholder Company or any of its Representatives Subsidiaries to execute or enter into, any agreement, letter of intent, understanding, agreement in principle or other similar arrangement (Aother than an Acceptable Confidentiality Agreement) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance connection with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice (D) fail to recommend against any Acquisition Proposal or assistance to reaffirm without qualification the Company Board Recommendation in connection therewitha statement complying with Rule 14e-2(a) under the Exchange Act, in each case with regard to an Acquisition Proposal that is a tender or exchange offer, by the close of business on the 10th Business Day after the commencement of such Acquisition Proposal under Rule 14d-2 (any of the foregoing in this clause (iii), a “Company Board Recommendation Change”); or (iv) take any action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other similar anti-takeover laws and regulations under applicable Law inapplicable to any third party or any Acquisition Proposal; or (v) resolve, authorize, legally commit or publicly propose to do any of the foregoing.

No Solicitation. (a) Stockholder From the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and directly or indirectly, shall cause its Affiliates (other than Subsidiaries and the respective officers, employees directors and financial advisers of the Company Entities to not, directly or indirectly, and any of shall use its reasonable best efforts to ensure that the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act Entities do not, directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, induce knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal with respect to a Company Entity or take any action that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a Company Entity; (ii) furnish any information regarding any of the Acquired Companies Company Entities to any Person in connection with or in response to an Acquisition Proposal with respect to a Company Entity or an inquiry or indication of interest that could reasonably be expected Acquisition Inquiry with respect to lead to an Acquisition Proposal, a Company Entity; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal with respect to any a Company Entity or Acquisition Proposal, Inquiry with respect to a Company Entity; (iv) approve, endorse or recommend any Acquisition Proposal with respect to a Company Entity or Acquisition Inquiry with respect to a Company Entity or any Person or group becoming the beneficial owner of more than 5% of the equity securities of a Company Entity; or (v) enter into any letter of intent or similar document or any Contract (other than a confidentiality agreement on the terms described below) contemplating or otherwise relating to any Acquisition TransactionTransaction with respect to a Company Entity. (b) Stockholder The Company shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal or Acquisition Inquiry with respect to a Company Entity advise the Parent orally and in writing of any such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and copies of all correspondence and other written material sent or provided to such party in connection therewith) that is made or submitted by any Person during the Pre-Closing Period. The Company shall keep the Parent reasonably informed with respect to: (i) the status of any such Acquisition Proposal or Acquisition Inquiry; and (ii) the status and terms of any material modification or proposed material modification thereto. (c) The Company shall immediately cease and cause to be terminated any discussions existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract Agreement with any Person that provides for, relate to any Acquisition Proposal or could reasonably be expected Acquisition Inquiry and shall cause any such Person to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties promptly return to the Company by voting any confidential information provided to such party (or taking any other action whatsoever certify in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance writing to the Company in connection therewithdestruction of such information).

No Solicitation. (a) Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date, Stockholder shall not, directly or indirectly, and Stockholder shall cause its Affiliates ensure that his representatives (other than as defined in the Company and any of the Acquired CompaniesAcquisition Agreement) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act do not, directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, encourage or induce or facilitate the making, submission or announcement of any Acquisition Proposal (as defined in the Acquisition Agreement) or take any action that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish any information regarding the Company or any direct or indirect subsidiary of the Acquired Companies Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an potential Acquisition Proposal, ; or (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) . Stockholder shall immediately cease and cause to be terminated discontinue, and Stockholder shall ensure that his representatives immediately cease and discontinue, any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation discussions with any parties conducted heretofore by Stockholder or any of its Representatives with respect Person that relate to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate. For purposes of this Agreement, an Acquisition Proposal. Proposal shall mean any transaction or series of transactions involving: (da) Notwithstanding anything to the contrary contained in this Agreement: any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of which the Company and not when acting or purporting to act as is a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); constituent company, (ii) none in which a Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires the Company or more than 20% of the provisions Company's business or directly or indirectly acquires beneficial or record ownership of this Section 2.3 shall be construed to prohibitsecurities representing, limit or restrict the Stockholder exchangeable for or any of its Representatives (A) who is a member convertible into, more than 20% of the Board outstanding securities of Directors any class of voting securities of the Company from exercising its fiduciary duties to the Company by voting Company, or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by in which the Company in compliance with the covenants issues securities representing more than 20% of the Merger Agreement in respect outstanding securities of any Acquisition Proposal shall serve as class of voting securities of the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.Company; (b) any sale, lease, exchange, transfer, license, acquisition

No Solicitation. (a) Stockholder shall notFrom the date of this Agreement and prior to the earlier of the Effective Time or the Termination Date, Hanover agrees that neither it nor any Hanover Subsidiary shall, and Hanover shall cause its Affiliates directors, officers, partners, employees, advisors, controlled Affiliates, representatives, agents and other intermediaries (including any investment banker, accountant, legal advisor or other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companyconsultant) not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or facilitate the making, submission encourage any inquiry or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an proposal regarding a Hanover Acquisition Proposal, (ii) furnish provide any non-public information regarding any of the Acquired Companies or data to any Person in connection with or in response relating to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an a Hanover Acquisition Proposal, (iii) engage in discussions waive, amend or negotiations with modify any Person with respect standstill or confidentiality agreement (other than the Confidentiality Agreement) to which it or any Acquisition Proposalof its Subsidiaries is a party, (iv) approve, endorse engage in any discussions or recommend any negotiations concerning a Hanover Acquisition Proposal or (v) enter into otherwise facilitate any letter effort or attempt to make or implement a Hanover Acquisition Proposal or agree to, recommend or accept an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Hanover from, prior to obtaining the Requisite Merger Approval, engaging in any discussions or negotiations with, or providing any non-public information to, or otherwise facilitating any effort or attempt to implement a Hanover Acquisition Proposal by, any Person in response to an unsolicited written bona fide Hanover Acquisition Proposal by any such Person, provided that such third party has executed an agreement with confidentiality provisions at least as favorable to Hanover as those contained in the Confidentiality Agreement, if and only to the extent that (i) prior to furnishing information to, or requesting information from, or otherwise facilitating any effort or attempt to implement a Hanover Acquisition Proposal by, a third party which has made a written bona fide Hanover Acquisition Proposal, the Board of intent Directors of Hanover concludes that such Hanover Acquisition Proposal would reasonably be expected to constitute a Superior Proposal, (ii) Hanover’s Board of Directors, after consultation with independent counsel, determines in good faith that furnishing such information, or similar document engaging in such discussions or negotiations, or otherwise facilitating any effort or attempt to implement a Hanover Acquisition Proposal, is necessary for Hanover’s Board of Directors to comply with its duties to Hanover under applicable law and (iii) Hanover has complied with its obligations in this Section 6.4(a), including those set forth in the next two sentences. Hanover shall notify in writing ▇▇▇▇▇▇ and Spinco promptly (and in any event within 24 hours) after receipt of any such inquiries, proposals or offers received by, any such information requested from, or any Contract contemplating such discussions or otherwise relating negotiations sought to be initiated or continued with, Hanover, any Subsidiary of Hanover or any of their officers, directors, employees, advisors or agents, and such notice shall include the name of such Person, the material terms and conditions of any proposals or offers and whether Hanover is providing or intends to provide the Person making the Hanover Acquisition Proposal with access to information concerning Hanover. Hanover thereafter shall keep ▇▇▇▇▇▇ fully informed promptly (and in any event within 24 hours) of the status and terms of such discussions or negotiations and of any modifications to such inquiries, proposals or offers and of any other developments and shall promptly provide to ▇▇▇▇▇▇ a copy of all materials provided to any Acquisition Transactionsuch Person. (b) Stockholder shall immediately cease and cause Prior to be terminated any existing (as receipt of the date Requisite Merger Approval, if (i) Hanover has complied with Section 6.4(a) and (ii) the Board of Directors of Hanover (A) reasonably determines in good faith that a Hanover Acquisition Proposal constitutes a Superior Proposal (and continues to constitute a Superior Proposal after taking into account any modifications proposed by ▇▇▇▇▇▇ and Spinco during any five business day period referred to below) and (B), after consultation with independent counsel, has concluded, in good faith, that it is required to do so in order to comply with its duties to Hanover under applicable law, then, on the fifth business day following Walter’s and Spinco’s receipt of written notice from Hanover or Hanover’s Board of Directors of their intention to do so, the Board of Directors of Hanover may withdraw or modify, or propose to withdraw or modify, in a manner adverse to ▇▇▇▇▇▇ or Spinco, the Hanover Board Recommendation (a “Change in the Hanover Board Recommendation”); provided, that, during such five business day period, Hanover shall be obligated to negotiate in good faith with ▇▇▇▇▇▇ and Spinco any modifications to this Agreement proposed by ▇▇▇▇▇▇ and Spinco; provided, further that any modifications to a Hanover Acquisition Proposal shall be considered the receipt of a new Hanover Acquisition Proposal for purposes of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition ProposalSection 6.4. (c) Stockholder Notwithstanding anything in this Agreement to the contrary, Hanover or its Board of Directors shall not enter into any Contract be permitted, to the extent applicable, to comply with any Person that provides for, or could reasonably be expected Rule 14d-9 and 14e-2 promulgated under the Exchange Act with regard to materially facilitate or is designed to facilitate, an a Hanover Acquisition Proposal. (d) Notwithstanding anything ; provided, however, that any such disclosure made pursuant to the contrary contained in this Agreement: preceding clause (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his other than a “stop, look and listen” letter or its capacity as a Stockholder similar communication of the Company and not when acting or purporting to act as a Representative of type contemplated by Rule 14d-9(f) under the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (iiExchange Act) none of the provisions of this Section 2.3 shall be construed deemed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is be a member of Change in Hanover Board Recommendation unless the Board of Directors of the Company from exercising Hanover expressly reaffirms in such disclosure its fiduciary duties to the Company by voting or taking any other action whatsoever recommendation in his capacity as a director or (B) who is an officer or employee favor of the Company approval of this Agreement and the Merger (d) Without the prior written consent of ▇▇▇▇▇▇ and Spinco, neither Hanover nor Hanover’s Board of Directors shall, and Hanover shall cause the Hanover Subsidiaries and its and their directors, officers, partners, employees, advisors, controlled Affiliates, representatives, agents and other intermediaries (including any investment banker, accountant, legal advisor or other consultant) not to, directly or indirectly, invite Taberna Preferred Funding I, Ltd. to take any of the actions which it is prohibited from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants pursuant to Section 5.4 of the Merger Exchange Agreement in respect of any Acquisition Proposal shall serve as the basis of to which it is a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithparty.

No Solicitation. (a) The Stockholder shall will not, directly or --------------- indirectly, and shall cause its Affiliates will instruct the Stockholder's agents, representatives, affiliates, employees, officers and directors not to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly to facilitate, any iPrint Transaction Proposal, or enter into or maintain or continue discussion or negotiate with any person or entity in furtherance of any iPrint Transaction Proposal or to obtain a iPrint Acquisition Transaction or agree to or endorse any iPrint Acquisition Transaction , or authorize or permit any of the agents, representatives, affiliates (other than in the Company case of a limited partnership, the limited partners thereof), employees, officers and directors of the Stockholder to take any such action. The Stockholder shall notify Wood immediately after receipt by the Stockholder or any of the Acquired Companies) Stockholder's agents, representatives, affiliates, employees, officers and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement directors of any proposal for, or inquiry respecting, any iPrint Acquisition Proposal Transaction or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any request for nonpublic information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition any iPrint Transaction Proposal, (iii) engage or for access to the properties, books or records of iPrint by any person or entity that informs or has informed iPrint or the Stockholder that it is considering making or has made a iPrint Transaction Proposal. Such notice to Wood shall indicate in discussions or negotiations with any Person with respect to any Acquisition reasonable detail the identity of the person making the iPrint Transaction Proposal and the terms and conditions of such iPrint Transaction Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) . The Stockholder immediately shall immediately cease and cause to be terminated any all existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any an iPrint Acquisition ProposalTransaction . (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder The Company shall not, and shall cause each of its Affiliates (other than Subsidiaries, and the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives as hereinafter defined) of the Company and who act or purport to act on behalf of the Company) its Subsidiaries, not to, directly or indirectly: (i) initiate, solicit, initiate, encourage, induce encourage or knowingly facilitate (including by way of furnishing information or assistance) any inquiries or expressions of interest or the making, submission or announcement making of any Acquisition Proposal proposal or take any action offer that constitutes, or could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish have any discussions with or provide any nonpublic information regarding or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement; or (v) agree to do any of the Acquired Companies foregoing related to any Person in connection with Acquisition Proposal. (b) The Purchaser shall not, and shall cause each of its Subsidiaries, and the Representatives (as hereinafter defined) of the Purchaser and its Subsidiaries, not to, directly or in response to an Acquisition Proposal indirectly: (i) initiate, solicit, encourage or an inquiry knowingly facilitate (including by way of furnishing information or indication assistance) any inquiries or expressions of interest or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to an Acquisition Proposal; (ii) have any discussions with or provide any nonpublic information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; (iii) engage in discussions approve or negotiations with any Person with respect recommend, or propose publicly to approve or recommend, any Acquisition Proposal, ; or (iv) approveapprove or recommend, endorse or recommend propose to approve or recommend, or execute or enter into, any Acquisition Proposal letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement; or (v) enter into agree to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect foregoing related to any Acquisition Proposal. (c) Stockholder shall not enter into Each party agrees that it will immediately cease and cause its respective Subsidiaries, and its and their respective Representatives, to cease any Contract and all existing activities, discussions or negotiations with any Person third parties conducted heretofore with respect to any Acquisition Proposal, and shall use its reasonable best efforts to cause any such third parties in possession of nonpublic information about it or any of its Subsidiaries that provides forwas furnished by or on its behalf in connection with any of the foregoing to return or destroy all such information in the possession of any such third party or in the possession of any Representative of any such third party, and it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. As used herein “Acquisition Proposal” shall mean any proposal or offer that constitutes, or could reasonably be expected to materially facilitate lead to (x) a proposal or is designed offer with respect to facilitatea merger, an Acquisition Proposal. reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase directly or indirectly (dincluding by way of lease, exchange, sale, mortgage, pledge, tender offer, exchange offer or otherwise, as may be applicable) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his 10% or its capacity as a Stockholder more of the Company and not when acting assets of or purporting to act as equity interests (in economic or voting power) in a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder party or any of its Representatives (A) who is a member Subsidiaries, excluding, in the case of the Board Company, a proposal or offer made by Purchaser or an affiliate thereof, (y) a breach of Directors this Agreement or any interference with the completion of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director Offer, or (Bz) who is an officer any public announcement of a proposal, plan or employee intention to do any of the Company from taking foregoing or any action whatsoever agreement to engage in such capacity; and (iii) no action taken by the Company in compliance with the covenants any of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithforegoing.

No Solicitation. (a) Stockholder shall not, and shall cause The Company agrees that neither it nor any of its Affiliates (other than the Company and Subsidiaries nor any of the Acquired Companies) officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Representatives Subsidiaries’ Employees, agents and representatives (other than Representatives including any investment banker, attorney or accountant retained by it or any of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Companyits Subsidiaries) not to (and shall not authorize any of them to, ) directly or indirectly: (i) solicit, solicit or initiate, encourageor knowingly facilitate, induce encourage or facilitate induce, any inquiry with respect to, or the making, submission or announcement of of, any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) subject to Section 5.3(c), participate in any discussions or negotiations with, or furnish any nonpublic information regarding any of the Acquired Companies (x) to any Person in connection with or in response to that has made an Acquisition Proposal or an inquiry (y) to any Person that has informed the Company (either directly or indication of interest indirectly) that could reasonably be expected to lead to it is considering an Acquisition ProposalProposal or (z) under circumstances where it would be reasonably expected that the non-public information being provided would be used for purposes of making an Acquisition Proposal (it being understood that this clause (z) shall not limit the Company’s ability to provide product, sales or marketing information to bona fide customers and strategic partners in the context of sales and marketing activities), (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal Proposal, (iv) withdraw or modify the Company Board Recommendation in a manner adverse to Parent (except to the extent specifically permitted pursuant to Section 5.3(d)) or (v) (except for any confidentiality agreement entered into pursuant to Section 5.3(c)(i)), enter into any letter of intent or similar document or any Contract contract agreement or commitment contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any third parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any . The Company agrees that it will promptly request each Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, has entered into a confidentiality agreement with the Company in connection with its consideration of an Acquisition Proposal. (d) Notwithstanding anything Proposal to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely return or destroy all confidential information heretofore furnished to the Stockholder when acting in his such Person by or its capacity as a Stockholder on behalf of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve Subsidiaries, as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithcase may be.

No Solicitation. (a) Stockholder shall Home agrees that, except as expressly permitted by Section 6.8(b), from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.1, it will not, and shall will cause its Affiliates (other than the Company and any of the Acquired Companies) Subsidiaries and its Representatives and its Subsidiaries’ officers, directors, and employees (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company“Home Individuals”) not to, and will use its commercially reasonable best efforts to cause Home’s and its Subsidiaries’ agents, advisors and controlled affiliates, accountants, legal counsel and financial advisors (ithe “Home Representatives”) solicitnot to, initiate, encouragesolicit, induce encourage or knowingly facilitate the makinginquiries or proposals with respect to, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in any discussions or negotiations with concerning, or provide any Person with respect to confidential or nonpublic information or data concerning its and/or its Subsidiaries business, properties or assets (“Home Confidential Information”) to, or have any Acquisition Proposaldiscussions with, (iv) approveany person relating to, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (db) Notwithstanding anything to the contrary contained in this Agreement: (i) Section 6.8(a), at any time from the provisions date of this Agreement and prior to obtaining the Requisite Home Vote, in the event Home receives a written, unsolicited Acquisition Proposal (as defined in Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company 6.8(e)) and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of Home determines in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Home may, and may permit its Subsidiaries and the Company from exercising its fiduciary duties Home Individuals and the Home Representatives to, (i) negotiate the terms of, and enter into, a confidentiality agreement with terms and conditions no less favorable to Home than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), (ii) furnish or cause to be furnished Home Confidential Information to the Company by voting person or taking any other action whatsoever in his capacity as a director or (B) who is persons making such Acquisition Proposal pursuant to an officer or employee of the Company from taking any action whatsoever in such capacity; Acceptable Confidentiality Agreement, and (iii) no action taken by the Company negotiate and participate in compliance such negotiations or discussions with the covenants person or persons making such Acquisition Proposal concerning such Acquisition Proposal, if the Board of Directors of Home determines in good faith (following consultation with counsel) that failure to take such actions would result in a violation of its fiduciary duties under applicable law. (c) The Board of Directors of Home shall not (nor shall any committee thereof) withdraw or modify, in a manner adverse to Cascade, the Merger Home Board Recommendation or make or cause to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to Cascade the Home Board Recommendation (any such action, a “Change in Recommendation”). Notwithstanding the foregoing, the Board of Directors of Home (including any committee thereof) may, at any time prior to obtaining the Requisite Home Vote, effect a Change in Recommendation in response to a bona fide written unsolicited Acquisition Proposal made after the date of this Agreement that the Board of Directors of Home determines in good faith (after consultation with counsel) constitutes a Superior Proposal; provided, however, that the Board of Directors of Home may not make a Change in Recommendation, or terminate this Agreement pursuant to Section 8.1(f), with respect to an Acquisition Proposal until it has given Cascade at least four (4) business days, following Cascade’s initial receipt of written notice that the Board of Directors of Home (or applicable committee thereof) has determined that such Acquisition Proposal is a Superior Proposal and the reasons therefor, to respond to any such Acquisition Proposal and, taking into account any amendment or modification to this Agreement proposed by Cascade, the Board of Directors of Home (or applicable committee thereof) determines in good faith (after consultation with counsel) that such Acquisition Proposal continues to constitute a Superior Proposal. In the event any such Acquisition Proposal ceases to constitute a Superior Proposal and is thereafter amended or modified, such amended or modified Acquisition Proposal shall require Home to give a new notice to Cascade in accordance with this Section 6.8(d) (except that the notice period shall be three (3) business days instead of four (4) business days) before the Board of Directors of Home (or applicable committee thereof) can make a Change in Recommendation or terminate this Agreement pursuant to Section 8.1(f). (d) Home will promptly (and in any event within two (2) business days) advise Cascade in writing following receipt of any Acquisition Proposal shall serve as and the basis substance thereof (including the identity of the person making such Acquisition Proposal), and will keep Cascade apprised of any related developments, discussions and negotiations (including the terms and conditions, whether written or oral, of the Acquisition Proposal) on a claim that current basis. (e) As used in this Agreement, the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding following terms have the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.meanings set forth below:

No Solicitation. (a) Stockholder shall notPrior to the Agreement End Date, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) each Founder Holder agrees not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or knowingly encourage or facilitate any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal in their capacity as such, (ii) participate in any discussions or negotiations regarding, or furnish or receive to or from any Person (other than the makingCompany, submission PubCo, Merger Sub 1, Merger Sub 2, the Company’s Affiliates and their respective Representatives) any nonpublic information relating to the SPAC or announcement its Subsidiaries, in connection with any Acquisition Proposal, (iii) approve or recommend, or make any public statement approving or recommending an Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or similar agreement providing for an Acquisition Proposal, (v) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to voting of SPAC capital stock intending to facilitate any Acquisition Proposal or take cause any holder of shares of SPAC capital stock not to vote to adopt the Merger Agreement and approve the Merger, (vi) become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of SPAC that takes any action in support of an Acquisition Proposal or (vii) otherwise resolve or agree to do any of the foregoing. Each Founder Holder shall promptly (and in any event within 48 hours) notify the Company after receipt by such Founder Holder of any Acquisition Proposal, any inquiry or proposal that could would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish Proposal or any inquiry or request for nonpublic information regarding any of relating to the Acquired Companies to SPAC or its Subsidiaries by any Person in connection with who has made or in response to an Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to make an Acquisition Proposal. Thereafter, such Founder Holder shall keep the Company reasonably informed, on a prompt basis (iii) engage and in discussions any event within 48 hours), regarding any material changes in the status and material terms of any such proposal or negotiations with any Person with respect to any Acquisition Proposaloffer. Each Founder Holder agrees that, (iv) approvefollowing the date hereof, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder it and its Representatives shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationactivities, initiationsolicitations, encouragement, activity, discussion discussions or negotiation negotiations by such Founder Holder or its Representatives with any parties conducted heretofore by Stockholder or any of its Representatives prior to the date hereof with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything contained herein to the contrary contained in this Agreement: contrary, (i) no Founder Holder shall be responsible for the provisions actions of SPAC or its board of directors (or any committee thereof), any Subsidiary of SPAC, or any officers, directors (in their capacities as such), employees, professional advisors of any of the foregoing (the “SPAC Related Parties”), including with respect to any of the matters contemplated by this Section 5.3, (ii) no Founder Holder makes any representations or warranties with respect to the action of any of the SPAC Related Parties and (iii) any breach by SPAC of its obligations under the Merger Agreement shall not be considered a breach of this Section 2.3 apply solely to 5.3 (for the Stockholder when acting in his or its capacity as a Stockholder avoidance of the Company and not when acting or purporting to act as a Representative of the Company (doubt, it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); each Founder Holder shall remain responsible for any breach by it or its Representatives (iiother than any such Representative that is a SPAC Related Party) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith5.3.

No Solicitation. (a) Such Stockholder shall not, and nor shall cause its Affiliates (other than the Company and such Stockholder knowingly permit any of the Acquired Companies) and its Stockholder Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourageintentionally encourage or intentionally facilitate any inquiry, induce offer or facilitate the makingproposal with respect to, submission or announcement of any Acquisition Proposal that constitutes or take any action that could would reasonably be expected to lead to to, an Acquisition Alternative Proposal, (ii) furnish enter into, continue or otherwise engage or participate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with respect to an Alternative Proposal or provide nonpublic information to any Person with respect to, or with the intention to any Acquisition solicit, an Alternative Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (viii) enter into any letter of intent or similar document agreement in principle or any Contract contemplating agreement providing for any Alternative Proposal; provided, however, that notwithstanding anything in this Agreement to the contrary, (1) if the Company receives an Alternate Proposal that did not result from any breach of this Section 3(d) by such Stockholder or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as such Stockholder’s knowledge Section 4.02 of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with Tender Offer Agreement in any parties conducted heretofore by Stockholder or any of its Representatives with material respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person and that provides for, the Company Board has determined constitutes a Qualifying Proposal or could reasonably be expected to materially facilitate or is designed to facilitateresult in a Qualifying Proposal, an Acquisition Proposal. then such Stockholder and its Stockholder Representatives may (dx) Notwithstanding anything furnish nonpublic information to the contrary third-party making such Alternative Proposal if such third-party has executed a confidentiality agreement with the Company and/or (y) engage in discussions or negotiations with such third-party with respect to the Alternative Proposal, (2) nothing contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 Agreement shall be construed to prohibit, limit or restrict the prohibit such Stockholder or any of its Stockholder Representatives (A) from making any public disclosures in respect of an Alternative Proposal if such Person determines in good faith that the failure to make such disclosure or taking any actions which would be inconsistent with such Person’s exercise of its fiduciary duties. “Stockholder Representatives” means, with respect to a Stockholder, such Stockholder’s directors, partners, officers, employees, accountants, consultants, legal counsel, investment bankers, financial advisors, brokers, finders or agents or other representatives of such Stockholder except that any Person who is a member of the Company Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking shall not be a “Stockholder Representative” for any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithpurpose hereunder.

No Solicitation. (a) During the Term, each Stockholder shall not, covenants and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) agrees not to, (i) directly or indirectly, solicit, initiate, knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any other action that could reasonably be expected designed to lead to an Acquisition Proposal, (ii) furnish facilitate any information regarding inquiries or the making of any of the Acquired Companies to proposal from any Person in connection with (other than from Parent or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiiMerger Sub) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactiontransaction that constitutes a Takeover Proposal. (b) During the Term, each Stockholder further covenants and agrees not to participate in any discussions or negotiations (except with Parent or Merger Sub) regarding, or furnish to any Person (other than Parent or Merger Sub or if required by law or compelled by subpoena or similar legal process) any information with respect to, or otherwise cooperate in any way with, or assist or participate in or facilitate or encourage, any effort or attempt by any Person (other than Parent and Merger Sub) to make or effect, any transaction that may constitute a Takeover Proposal. (c) Each Stockholder shall immediately cease and cause to be terminated any existing (as discussions or negotiations of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion Stockholder and Stockholder’s agents or negotiation other representatives with any parties conducted heretofore by Stockholder or any of its Representatives Person (other than Parent and Merger Sub) with respect to any Acquisition Proposal. (c) of the foregoing. During the Term, each Stockholder shall not enter into notify Parent and Merger Sub promptly of any Contract with any Person that provides forspecific proposal or offer made to such Stockholder relating to a Takeover Proposal, or could reasonably be expected any substantive inquiry or contact made to materially facilitate such Stockholder specifically relating to a Takeover Proposal, and shall, in any such notice to Parent and Merger Sub, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry, or is designed to facilitatecontact and the material terms and conditions of such proposal, an Acquisition Proposaloffer, inquiry, or contact. (d) Notwithstanding anything to the contrary contained foregoing, any Stockholder who is also an officer and/or a member of the board of directors of the Company, may, in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its such Stockholder’s capacity as a Stockholder an officer of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is and/or a member of the Board of Directors of the Company from exercising its fiduciary duties to Company, as the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever case may be, take such actions, if any, in such capacity; and capacity or capacities as are permitted by Section 5.2 (iiiNo Solicitation) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. (a) Stockholder Subject to Section 6 hereof, prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and Subsidiaries not to, shall not authorize its Representatives (other than to, and shall use its reasonable best efforts to cause its and their respective Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly, (i) solicit, initiate, encourageknowingly encourage (including by means of furnishing or disclosing information), induce knowingly facilitate, discuss or facilitate negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to lead to, a Company Acquisition Proposal; (ii) furnish or disclose any non-public information about the makingCompany to any Person in connection with, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to, a Company Acquisition Proposal (except that the Shareholder shall be permitted to an disclose non-public information about the Company to its limited partners, members, or shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with this Section 5(a)); (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Shareholder shall (A) notify SPAC promptly upon receipt of any Company Acquisition Proposal by the Shareholder, and describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on a current basis of any modifications to such offer or information. Notwithstanding anything in this Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or the Company Board (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 5(a), (ii) furnish any information regarding the Shareholder makes no representations or warranties with respect to the actions of any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Company Related Parties and (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (ivbreach by the Company of its obligations under Section 5.6(a) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder Business Combination Agreement shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions considered a breach of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company 5(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (iiRelated Party) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith5(a)).

No Solicitation. Each Stockholder will not (aand DLJ Merchant Banking, Inc. will not directly or indirectly) take any action that if taken by the Company would be a breach of Section 4.3(a) of the Merger Agreement (disregarding for this purpose the proviso to the first sentence of such Section 4.3(a), but subject to the last sentence of this Section 1(e)). Each Stockholder shall not, promptly advise Parent and shall cause its Affiliates (other than the Company Merger Sub orally and any in writing of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement receipt by it of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish inquiry from any information Person other than Parent regarding any a potential acquisition of the Acquired Companies to any Person in connection with or in response to an Shares, the material terms and conditions of such Acquisition Proposal or an inquiry or indication inquiry, and the identity of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with the Person making any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any such Acquisition Proposal or inquiry. Such Stockholder (vor DLJ Merchant Banking, Inc.) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to will keep Parent and Merger Sub informed on a current basis with respect to material developments relating to any such Acquisition Proposal or inquiry or any material modification or proposed modification thereto. Nothing in respect this Section shall restrict the activities of any individual (whether or not an affiliate of any Stockholder (or DLJ Merchant Banking, Inc.)) in his or her capacity as a director or officer of the solicitation of Acquisition Proposals under Section 4.3 of Company. Notwithstanding the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitforegoing, limit or restrict the Stockholder or any of its Representatives (A) who is a member of if the Board of Directors of the Company from exercising its fiduciary duties determines in good faith that a Qualified Acquisition Proposal made by any Person or Persons is reasonably likely to result in a Superior Proposal, each Stockholder (and DLJ Merchant Banking, Inc.) shall be permitted to engage in discussions and negotiations with, and furnish nonpublic information regarding the Company by voting Acquired Corporations to, such Person or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee Persons if the Board of Directors of the Company from taking any has concluded in good faith, after consultation with its outside legal counsel, that such action whatsoever is required in such capacity; and (iii) no action taken by order for the Board of Directors of the Company in compliance to comply with its fiduciary obligations to the covenants Company's stockholders under applicable Legal Requirements and the other requirements of the proviso to the first sentence of Section 4.3(a) of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithbeen satisfied.

No Solicitation. (a) Stockholder Subject to Section 9, Securityholder shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its Affiliates and Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or is reasonably likely to lead to, any Parent Acquisition Proposal; (b) directly or indirectly engage in, continue, or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or is reasonably likely to lead to, any Parent Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Parent Acquisition Proposal; (d) solicit proxies with respect to a Parent Acquisition Proposal (other than the Company Transactions and the Merger Agreement) or otherwise encourage or assist any Person in taking or planning any action that is reasonably likely to compete with, restrain, or otherwise serve to interfere with or inhibit the timely consummation of the Acquired CompaniesTransactions in accordance with the terms of the Merger Agreement; or (e) initiate a shareholders’ vote of Parent’s shareholders with respect to a Parent Acquisition Proposal. Notwithstanding the foregoing, Securityholder may (and may permit its Affiliates and its and its Affiliates’ Representatives to) participate in discussions and negotiations with any Person making a Parent Acquisition Proposal (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport its Representatives) with respect to act on behalf of the Company) not to, such Parent Acquisition Proposal if: (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected Parent is permitted to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any such Person in accordance with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.04 of the Merger Agreement); and (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties Securityholder’s negotiations and discussions are in conjunction with and ancillary to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; Parent’s discussions and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithnegotiations.

No Solicitation. (a) Stockholder Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and direct its Representatives (other than Representatives of Stockholder who are are also Representatives of involved in the Company and who act or purport to act on behalf of the Company) Contemplated Transactions not to, : (i) directly or indirectly initiate, solicit, initiateor knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, encourageproposals or offers, induce or facilitate the making, making of any submission or announcement of any Acquisition Proposal inquiry, proposal or take any action offer that constitutes or could reasonably be expected to lead to an any Acquisition Proposal, (ii) furnish directly or indirectly engage in, enter into or participate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iviii) approveprovide any non-public information to, endorse or recommend afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal or Proposal, (viv) enter into any agreement in principle, letter of intent intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar document instrument relating to an Acquisition Proposal, (v) knowingly encourage or recommend any other holder of Company Common Stock to not tender shares of Company Common Stock into the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person or groups (other than Parent, Purchaser, or any Contract contemplating designees of Parent or otherwise relating to any Acquisition Transaction. (bPurchaser) Stockholder shall immediately cease and cause to that may be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives ongoing with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person Proposal or potential Acquisition Proposal or that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything the foregoing, such Stockholder or its Representative may, solely in response to the contrary contained in this Agreement: (i) the provisions an inquiry or proposal that did not result from a material breach of this Section 2.3 apply solely 4.6, inform a Person that has made or, to the Stockholder when acting in his or its capacity as a Stockholder Knowledge of the Company and not when acting Stockholder or purporting to act Representative (as a Representative applicable), is considering making an Acquisition Proposal of the Company (it being understood that the Company has separate restrictions of this Section 4.6 and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); . For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) none of the provisions of this Section 2.3 shall be construed to prohibitany general partner that is no longer affiliated with such Stockholder, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company any employees or other Representatives, in compliance with the covenants each case of clauses (i) to (iii), who do not have actual knowledge of the Merger Agreement in respect Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of any Acquisition Proposal shall serve as the basis of determining whether a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding 4.6 has occurred, the fact that actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder or shall be responsible for any breach of this Section 4.6 by its directors and Representatives have provided advice or assistance to the Company acting in connection therewiththeir authorized capacities on behalf of such Stockholder.

No Solicitation. (a) Stockholder shall notEach Shareholder will immediately cease, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and will instruct its Representatives (other than Representatives of Stockholder who are are also Representatives of the to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to any Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action proposal that could would reasonably be expected to lead to an a Company Acquisition Proposal. Each Shareholder agrees that, from and after the date hereof and until the Voting Covenant Expiration Date, such Shareholder shall not, directly or indirectly, nor shall it authorize or permit any of its Representatives to, directly or indirectly, (ii1) furnish solicit, initiate or knowingly encourage or knowingly induce (including by way of furnishing information), or take any information regarding other action designed to knowingly facilitate, any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication the making of interest that could any proposal which constitutes, or would be reasonably be expected to lead to, a Company Acquisition Proposal (provided that such Shareholder and its Representatives may refer the Person making such proposal or offer to an Acquisition Proposal, the provisions of this Section 3.3 or the provisions in Section 4.2 and Section 4.5 of the Merger Agreement) or (iii2) engage in any discussions or negotiations with regarding any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Company Acquisition Proposal (provided that such Shareholder and its Representatives may refer the Person making such proposal or (v) enter into any letter offer to the provisions of intent this Section 3.3 or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease the provisions in Section 4.2 and cause to be terminated any existing (as Section 4.5 of the date Merger Agreement). Each Shareholder acknowledges and agrees that, in the event any Representative of such Shareholder (acting in its capacity as such) takes any action that if taken by such Shareholder would be a breach of this AgreementSection 3.3, the taking of such action by such Representative will be deemed to constitute a breach of this Agreement (including this Section 3.3) solicitationby such Shareholder. Notwithstanding anything to the contrary in this Section 3.3, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder each Shareholder and its Representatives may engage in such activities at such times and to the extent that the Company or any of its Representatives with respect is permitted to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything engage in such activities pursuant to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 terms of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of but only if such Shareholder and its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance comply with the covenants terms of the Merger Agreement in respect of any Acquisition Proposal shall serve as if it were the basis of a claim that the Stockholder is in breach Company or one of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithRepresentatives.

No Solicitation. (a) Stockholder Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and direct its Representatives (other than Representatives of Stockholder who are are also Representatives of involved in the Company and who act or purport to act on behalf of the Company) Contemplated Transactions not to, : (i) directly or indirectly initiate, solicit, initiateor knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, encourageproposals or offers, induce or facilitate the making, making of any submission or announcement of any Acquisition Proposal inquiry, proposal or take any action offer that constitutes or could reasonably be expected to lead to an any Acquisition Proposal, (ii) furnish directly or indirectly engage in, enter into or participate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iviii) approveprovide any non-public information to, endorse or recommend afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal or Proposal, (viv) enter into any agreement in principle, letter of intent intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar document instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any Contract contemplating designees of Parent or otherwise relating to any Acquisition Transaction. (bPurchaser) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person Proposal or potential Acquisition Proposal that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything the foregoing, such Stockholder or its Representative may, solely in response to the contrary contained in this Agreement: (i) the provisions an inquiry or proposal that did not result from a material breach of this Section 2.3 apply solely 4.6, inform a Person that has made or, to the Knowledge of the Stockholder when acting in his or its capacity Representative (as a Stockholder applicable), is considering making an Acquisition Proposal of the Company restrictions of this Section 4.6 and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); . For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) none of the provisions of this Section 2.3 shall be construed to prohibitany general partner that is no longer affiliated with such Stockholder, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company any employees or other Representatives, in compliance with the covenants each case of clauses (i) to (iii), who do not have actual knowledge of the Merger Agreement in respect Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of any Acquisition Proposal shall serve as the basis of determining whether a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding 4.6 has occurred, the fact that actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder or shall be responsible for any breach of this Section 4.6 by its directors and Representatives have provided advice or assistance to the Company acting in connection therewiththeir authorized capacities on behalf of such Stockholder.

No Solicitation. (a) Stockholder Except in connection with the transactions contemplated by this Agreement, Seller shall not, and nor shall cause its Affiliates (it authorize or permit any officer or employee or any investment banker, attorney or other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act advisor or purport to act on behalf of the Company) not representative of, Seller to, (i) solicit, initiateinitiate or encourage the submission of, encourageany takeover proposal (as defined below), induce (ii) enter into any agreement with respect to any takeover proposal or facilitate the making(iii) participate in any discussions or negotiations regarding, submission or announcement of furnish to any Acquisition Proposal person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding takeover proposal. Without limiting the foregoing, it is understood that any violation of the Acquired Companies to restrictions set forth in the preceding sentence by any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication executive officer of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document Seller or any Contract contemplating investment banker, attorney or otherwise relating other advisor or representatives of Seller or otherwise, shall be deemed to be a breach of this Section by Seller. For purposes of this Agreement, "takeover proposal" means any Acquisition Transactionproposal for a merger, consolidation or reorganization or other business combination involving the Assets or the Business, other than the transactions contemplated by this Agreement. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date Except upon a material breach of this Agreement by Buyer or following termination hereof, except for action permitted or contemplated by this Agreement, including a party's right to terminate this Agreement under certain circumstances, the Member shall not (i) solicitationwithdraw or modify, initiationor propose to withdraw or modify, encouragementin a manner adverse to Buyer, activitythe approval or recommendation by such Member of this Agreement or (ii) approve or recommend, discussion or negotiation with propose to approve or recommend, any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposaltakeover proposal. (c) Stockholder Seller promptly shall not enter into advise Buyer orally and in writing of any Contract with takeover proposal or any Person inquiry that provides for, could lead to any takeover proposal and the identity of the person making any such takeover proposal or could reasonably be expected to materially facilitate inquiry. Seller will keep Buyer fully informed of the status and details of any such takeover proposal or is designed to facilitate, an Acquisition Proposalinquiry. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the The provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and 7.8 shall not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitprevent any investment banker, limit attorney or restrict other advisor or representative of Seller to engage in discussions with third parties in the Stockholder or any ordinary course of its Representatives (A) who is a member of business with respect to transactions not involving the Board of Directors of the Company from exercising its fiduciary duties parties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. The Stockholder (ain the Stockholder’s capacity as such) Stockholder shall not, and shall cause its Affiliates (other than the Company and will not authorize or permit any of its officers, directors, controlled affiliates or employees, or any investment banker, attorney or other advisor or representative retained by the Acquired CompaniesStockholder (collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, knowingly encourage, or induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to of, 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 regarding relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Stockholder relating to the Company or any of the Acquired Companies Company’s Subsidiaries to any Person in connection with or in response to that has made an Acquisition Proposal Proposal, or an inquiry take any other action intended to assist or indication facilitate any inquiries or the making of interest any proposal that could constitutes or may reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any an Acquisition Proposal, (iv) approve, endorse or recommend any an Acquisition Proposal Proposal, or (v) enter into any letter of intent or similar document or any Contract contract contemplating or otherwise relating to any an Acquisition Transaction. (b) ; provided, however, that the Stockholder may engage in any of the foregoing activities if and solely to the extent that the Company is permitted to engage in such activities pursuant to Section 6.1 of the Merger Agreement. The Stockholder shall immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties Persons conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) . Without limiting the generality of the foregoing, the Stockholder shall not enter into acknowledges and hereby agrees that any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to violation of the contrary contained restrictions set forth in this Agreement: (iSection 14(a) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict by the Stockholder or any of its Representatives (A) who is shall be deemed to be a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.this

No Solicitation. (a) Stockholder shall The Company and its Subsidiaries will not, and shall the Company will direct and use its reasonable best efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (Subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) representatives not to, (i) directly or indirectly, take any action to solicit, initiate, encourage, induce or knowingly encourage or knowingly facilitate the making, submission or announcement making of any Acquisition Proposal or take (including, without limitation, by granting any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any waiver under Section 203 of the Acquired Companies to DGCL) or any Person in connection inquiry with respect thereto or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect thereto (except to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as notify such Person of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none existence of the provisions of this Section 2.3 shall be construed 7.8), or disclose any nonpublic information or afford access to prohibitproperties, limit books or restrict records to any Person that has made, or to the Stockholder Company’s knowledge is considering making, any Acquisition Proposal, or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal, or propose publicly or agree to do any of its Representatives (A) who is a member of the foregoing relating to an Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of the Company from exercising (i) complying with Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal or (ii) making any disclosure if, in the case of this clause (ii), in the good faith judgment of the Company’s Board of Directors, after consultation with outside counsel, the failure to make such disclosure would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable law; provided that any such disclosure that relates to an Acquisition Proposal shall be deemed to be a Change in the Company Recommendation unless the Company’s Board of Directors reaffirms in such disclosure the Company Recommendation. The Company shall be permitted to make any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act or complying with disclosure obligations under Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal shall not be a Change in the Company Recommendation so long as any action taken or statement made is consistent with this Section 7.8 (including the immediately foregoing sentence) and provided that any such disclosure permitted by this sentence shall not permit the Company Board of Directors to make a Change in the Company Recommendation except pursuant to Section 5.3. Notwithstanding anything to the contrary in this Agreement but subject to the first sentence of Section 7.8(b), prior to (but not after) the date of the Company Stockholder Approval, the Company may, directly or indirectly through its advisors, agents or other intermediaries, (A) furnish information and access, but only in response to a request for information or access, to any Person, and its representatives (including sources of financing), making a bona fide, written Acquisition Proposal to the Board of Directors of the Company after the date of this Agreement which was not obtained as a result of a breach of Section 5.2(a), Section 5.2(b) or this Section 7.8 and (B) participate in discussions and negotiate with such Person or its representatives concerning any such unsolicited Acquisition Proposal, if and only if, in any such case set forth in clause (A) or (B) of this sentence, (1) the Board of Directors of the Company concludes in good faith, (x) after receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal and (y) that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law and (2) the Company by voting or taking receives from the Person making such an Acquisition Proposal, prior to engaging in any other action whatsoever of the activities described in his capacity as a director clause (A) or (B) who of this sentence, an executed confidentiality agreement the material terms of which, as they relate to confidentiality, are (without regard to the terms of such Acquisition Proposal) in all material respects (i) no less favorable to the Company and (ii) no less restrictive to the Person making such Acquisition Proposal than those contained in the Confidentiality Agreement. The Company agrees that any material non-public information provided to such Person that has not previously been provided to Parent shall be provided to Parent prior to or substantially concurrently with the time it is an officer or employee provided to such Person. The Board of Directors of the Company from taking shall not take any action whatsoever of the actions referred to in such capacity; the foregoing clauses (A) and (iiiB) no action taken by unless the Company in compliance shall have first delivered to Parent written notice advising Parent that the Company intends to take such action; provided that only one such notice need be given with respect to any specific Acquisition Proposal or amended or modified Acquisition Proposal. (b) In the covenants event that on or after the date of this Agreement the Company receives an Acquisition Proposal, or any request for nonpublic information relating to the Company or any Subsidiary of the Merger Company or for access to the properties, books or records of the Company or any Subsidiary of the Company by any Person that has made, or has informed the Company it is considering making, an Acquisition Proposal, the Company will (A) promptly (and in no event later than twenty-four (24) hours after a director or senior executive officer of the Company becomes aware of such an Acquisition Proposal or request) notify (which notice shall be provided orally and in writing and shall identify the Person making such Acquisition Proposal or request and set forth the material terms thereof) Parent thereof, (B) keep Parent reasonably and promptly informed of the status and material terms of (including with respect to changes to the status or material terms of) any such Acquisition Proposal or request, and (C) as promptly as practicable (but in no event later than twenty-four (24) hours after a director or senior executive officer of the Company becomes aware of receipt) provide to Parent unredacted copies of all material correspondence and material written materials (whether or not electronic) sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions thereof, including any proposed transaction agreements (along with all schedules and exhibits thereto and any financing commitments related thereto), as well as written summaries of any material oral communications relating to the terms and conditions thereof. The Company (x) shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated and shall use reasonable best efforts to cause its and their officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, that have taken place prior to the date of this Agreement with any Persons with respect to any Acquisition Proposal or the possibility thereof, (y) shall promptly request each Person, if any, that has executed a confidentiality agreement within the nine (9) months prior to the date of this Agreement in respect connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and (z) immediately terminate all physical and electronic data room access for such Person and their representatives to diligence or other information regarding the Company or any of its Subsidiaries. The Company shall serve as not modify, amend or terminate, or waive, release or assign, any provisions of any confidentiality or standstill agreement (or any similar agreement) to which the basis Company or any of its Subsidiaries is a claim party relating to any such Acquisition Proposal and shall enforce the provisions of any such agreement; provided that the Stockholder is in breach of its Company shall be permitted on a confidential basis, upon written request by a relevant party thereto and without prior notice to Parent disclosing the party and the circumstances, to release or waive any standstill obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance solely to the extent necessary to permit the party referred therein to submit an Acquisition Proposal to the Board of Directors of the Company in connection therewithon a confidential basis. The Company shall provide written notice to Parent of any waiver or release of any standstill by the Company.

No Solicitation. (a) Stockholder Subject to Section 5.3(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, and nor shall cause its Affiliates (other than the Company and they authorize or permit any of the Acquired Companiestheir respective directors, officers or other employees, controlled Affiliates, or any investment banker, attorney or other authorized agent or representative retained by any of them (collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, knowingly encourage, induce or knowingly facilitate the makingor assist (including by way of providing information), submission any proposal that constitutes or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish participate or engage in any information discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) regarding any of the Acquired Companies to any Person in connection with proposal that constitutes or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.3(c)), (iv) release or waive any provision of, or fail to enforce any confidentiality agreement, standstill or similar agreement to which the Company or any of its Subsidiaries is a party, or (v) resolve, publicly propose or agree to do any of the foregoing. The Company and its Subsidiaries shall cease all existing discussions or negotiations with any Person (other than Parent, Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person proposal that provides for, constitutes or could reasonably be expected to materially facilitate or is designed lead to facilitate, an any Acquisition Proposal. . Promptly after the date of this Agreement, the Company will request that each Person (dif any) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal promptly return to the Company or destroy all non-public documents and materials furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement and immediately terminate all physical and electronic data room access relating to a potential Acquisition Proposal previously granted to any such Person. Notwithstanding anything to the contrary contained in this Agreement: , the Company and its Representatives may participate in discussions solely to seek to clarify the terms and conditions of any inquiry or proposal made by any Person. (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, as promptly as practicable (and in any event within 24 hours) following receipt of any inquiry or request which could reasonably be expected to lead to an Acquisition Proposal or Acquisition Proposal by the Company or any of its Representatives, the Company shall (i) provide Parent with written notice of the receipt of such inquiry or Acquisition Proposal and (ii) communicate to Parent the identity of the Person making such inquiry, request or Acquisition Proposal, a copy of any written materials related thereto (or, if oral, a summary of the material terms and conditions of any such inquiry, request or Acquisition Proposal). The Company shall keep Parent reasonably informed on a prompt and timely basis (and in any event within 24 hours) with respect to any material developments, discussions or negotiations regarding any such inquiry, request or Acquisition Proposal, including by prompt notice (and in any event within 24 hours) of any material amendments or modifications thereto and all material written materials subsequently provided in connection therein and upon request of Parent, shall promptly inform Parent of the status of such inquiry, request or Acquisition Proposal. (c) Notwithstanding anything to the contrary set forth in this Section 5.3 or otherwise contained in this Agreement, if at any time prior to the Acceptance Time (i) the provisions Company has received an unsolicited bona fide Acquisition Proposal from any Person that did not result from any breach of this Section 2.3 apply 5.3, and (ii) the Company Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take such action described in clause (A) or (B) below would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement; provided that (x) the Company shall substantially concurrently provide to Parent any information concerning the Company that is provided to any Person and which was not previously provided to Parent and (y) the Company shall have entered into an Acceptable Confidentiality Agreement with such Person and (B) engage in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal (and waive such Person’s noncompliance with the provisions of any “standstill” agreement solely to the Stockholder when acting extent necessary to permit such discussions or negotiations). Prior to or concurrently with the Company first taking any of the actions described in his clauses (A) or its capacity as a Stockholder (B) of the immediately preceding sentence with respect to an Acquisition Proposal, the Company shall provide written notice to Parent of the determination of the Company and not when acting Board made pursuant to clause (ii) of the immediately preceding sentence. (d) Without limiting the foregoing, the Company agrees that in the event any Company Subsidiary or purporting to act as a any Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking Subsidiary takes any action whatsoever in such capacity; and (iii) no action which, if taken by the Company Company, would be in compliance with the covenants violation of the Merger Agreement restrictions set forth in respect of any Acquisition Proposal Section 5.3(a), the Company shall serve as the basis of a claim that the Stockholder is be deemed to be in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith5.3(a).

No Solicitation. (a) From and after the date of this Agreement until the Termination Date, except as provided in Section 1.2(b) or Section 5.2, the Stockholder shall will not, and shall will cause its Affiliates (other than the Company and any of the Acquired Companies) [Subsidiaries and its and their respective] Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (i) solicit, initiate, encourage, or knowingly encourage or knowingly induce or knowingly facilitate the making, submission or announcement of any Acquisition Proposal inquiries or take the making of any action proposal or offer constituting, related to or that could would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any non-public information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives acting in their capacity as such) in connection with or in response to an Acquisition Proposal or an any proposal, inquiry or indication of interest offer that could would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition ProposalProposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions), (iv) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal, (v) make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal or (vi) enter into any letter of intent or similar document agreement in principle or any Contract contemplating or otherwise providing for, relating to or in connection with any Acquisition TransactionProposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal. The Stockholder agrees that any breach of this Section 1.2(a) by any [Subsidiary or any] of its [or their respective] Representatives shall constitute a breach of this Section 1.2(a) by the Stockholder. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Stockholder from taking any action in its capacity as a Representative of the Company that is expressly permitted to be taken by the Company’s Representatives (in their capacity as such) under the Merger Agreement (including exercising its fiduciary duties to the Company in accordance with applicable Law and the Merger Agreement). (c) The Stockholder shall, and shall cause its [Subsidiaries and its and their respective] Representatives to (i) immediately cease and cause to be terminated any all existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties Person conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into Proposal or any Contract with any Person proposal, inquiry or offer that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal, and (ii) request the prompt return or destruction of all confidential information previously furnished by it or on its behalf. (d) Notwithstanding anything to The Stockholder shall [and shall cause its Subsidiaries to] advise Parent promptly (and in any event within the contrary contained in this Agreement: later of twenty-four (24) hours or the next Business Day) of (i) the provisions of this Section 2.3 apply solely any Acquisition Proposal or indication, inquiry, proposal or offer with respect to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting that would reasonably be expected to act as a Representative of the Company (it being understood that the Company has separate and independent obligations lead to Parent and Merger Sub in respect of the solicitation of any Acquisition Proposals under Section 4.3 of the Merger Agreement); Proposal, (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties request for non-public information relating to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is that would reasonably be expected to lead to an officer or employee of the Company from taking any action whatsoever in such capacity; Acquisition Proposal, and (iii) no action taken by any inquiry or request for discussion or negotiation regarding an Acquisition Proposal, including in each case the Company in compliance with the covenants identity of the Merger Agreement in respect person making any such Acquisition Proposal or indication, inquiry, offer or proposal, the material terms of any such Acquisition Proposal or indication, inquiry, offer or proposal and any material correspondence relating thereto. The Stockholder shall serve as the keep Parent informed on a reasonably current basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance any material changes to the Company in connection therewithterms of any such Acquisition Proposal or indication or inquiry.

No Solicitation. (a) Stockholder The Company shall not, not and shall cause its Affiliates (not authorize or permit any officer, director or employee of, or any investment banker, attorney or other than advisor or representative of, the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, solicit or initiate, encourageor encourage the submission of, induce or facilitate the making, submission or announcement of any Acquisition Proposal Proposal, or approve or authorize any of the foregoing, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to expedite any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal; provided, (iv) approvehowever, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) extent required by -------- ------- the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent fiduciary obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company, as determined in good faith by the Board of Directors based on the advice of outside counsel, the Company from exercising its fiduciary duties may, (A) in response to an unsolicited request therefor, furnish information with respect to the Company by voting or taking to any other action whatsoever in his capacity as person pursuant to a director or customary confidentiality agreement and discuss such information with such person, (B) who is upon receipt by the Company of an officer Acquisition Proposal, following delivery to Sprint of the notice required pursuant to Section 4.07(b), participate in negotiations regarding such Acquisition Proposal, and (C) modify or employee withdraw the recommendation to accept the Offer contemplated by Section 1.02(a) or its recommendation that the stockholders of the Company vote in favor of the Company Stockholder Vote Matters as contemplated by Section 1.06(c). (b) The Company shall (i) promptly notify Sprint of (A) the existence of any request for confidential information with respect to, or the receipt of, any Acquisition Proposal, (B) any inquiry or discussions with respect to, or which could reasonably be expected to lead to, any Acquisition Proposal, (C) the execution of a confidentiality agreement with respect to an Acquisition Proposal, (D) the furnishing of any information in contemplation of an Acquisition Proposal, whether or not pursuant to a confidentiality agreement, (ii) describe the terms and conditions of any Acquisition Proposal in reasonable detail, and (iii) furnish to Sprint all information made available to any Person making the Acquisition, or contemplating the making of an Acquisition Proposal, subject to a customary confidentiality agreement. (c) The Company shall not take any action that would enhance the ability of any other Person proposing an Acquisition Proposal to obtain the approval of the Company's stockholders or otherwise consummate such Acquisition Proposal (including granting any approval pursuant to Section 203 of the DGCL) without also taking a comparable action that would similarly enhance the ability of Sprint to obtain any necessary approval of the Company's stockholders of, and otherwise to consummate, the transactions contemplated by this Agreement and the Ancillary Agreements or an alternative transaction initiated by Sprint and concurrently withdrawing any impediments thereto that do not similarly impede such other Person. (d) Nothing contained in this Section 4.07 shall prohibit the Company from taking any action whatsoever in such capacity; and (iii) no action taken disclosing to its stockholders a position contemplated by Rule 14e-2 under the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithExchange Act.

No Solicitation. (a) Each Stockholder shall not, and shall cause its such Stockholder’s Controlled Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, and shall use reasonable best efforts to cause the Representatives of such Stockholder and such Stockholder’s Controlled Affiliates not to, directly or indirectly: (i) solicit, initiate, encourage, induce or knowingly encourage or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) furnish any non-public information regarding any of the Acquired Companies Company to any Person third party in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, ; (iii) engage in or otherwise facilitate discussions or negotiations with any Person third party with respect to any Acquisition Proposal, ; (iv) adopt, approve, endorse or recommend or publicly propose to adopt, approve endorse or recommend, any Acquisition Proposal or (v) enter into any letter of intent intent, support agreement or similar document document, agreement, commitment or any Contract contemplating or otherwise agreement in principle relating to or facilitating an Acquisition Proposal; (v) become a member of a “group” (as defined in Section 13(d)(3) under the Exchange Act) with respect to any Acquisition Transaction. voting securities of the Company for the purpose of opposing, discouraging or competing with or taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement or (bvi) agree to do any of the foregoing. Each Stockholder shall, and shall cause such Stockholder’s Controlled Affiliates and shall use reasonable best efforts to cause the Representatives of such Stockholder and such Stockholder’s Controlled Affiliates to, immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationsolicitations of, initiationor discussions or negotiations with, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect third party relating to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) . Notwithstanding anything to the contrary contained set forth in this Agreement: , if and only if (i) the provisions of this Section 2.3 apply solely Company, to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under extent permitted by Section 4.3 5.2 of the Merger Agreement, is participating in discussions or negotiations with a Person who has submitted an Acquisition Proposal (such Person, an “Engaged Bidder”); , (ii) none of such Stockholder’s negotiations and discussions with such Engaged Bidder are in conjunction with the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in Company’s discussions and negotiations with such capacity; Engaged Bidder and (iii) no such Stockholder does not take any action taken by that the Company would be prohibited from taking pursuant to Section 5.2 of the Merger Agreement, each Stockholder may (x) participate in compliance discussions and negotiations with such Engaged Bidder and (y) privately (except as required by applicable Law) discuss and privately (except as required by applicable Law) confirm to the covenants Company and such Engaged Bidder the willingness of such Stockholder and such Stockholder’s Controlled Affiliates to sign a voting agreement in connection with such Acquisition Proposal in the event of any termination of the Merger Agreement pursuant to Section 8.1(f) of the Merger Agreement. For purposes of this Section 4.1, “Acquisition Proposal” shall have the meaning ascribed to such term in respect the Merger Agreement but shall also include any Transfer of any Acquisition Proposal shall serve as the basis of such Stockholder’s Covered Shares other than a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithPermitted Transfer.

No Solicitation. (a) Parent Stockholder shall will not, and shall will cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, and will not announce any intention to, directly or indirectly (iA) solicit, initiate, encouragesolicit or knowingly encourage or knowingly facilitate any inquiries, induce expressions of interest, proposals or facilitate the making, submission offers that constitute or announcement of any Acquisition Proposal or take any action that could would reasonably be expected to lead to an Acquisition Proposal, (iiB) furnish engage in or otherwise participate in any information discussions or negotiations regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could would reasonably be expected to lead to an Acquisition Proposal, (iiiC) engage in discussions or negotiations with provide (including through access to any data room) any non-public information to any Person relating to the Company or the Parent, or any of their respective Subsidiaries with respect to an Acquisition Proposal or that the Company or Parent reasonably expects would be used for the purposes of formulating an Acquisition Proposal, (D) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or Contract with respect to any Acquisition Proposal, (ivE) approve, endorse or recommend submit any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating matter related thereto to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as the vote of the date stockholders of this Agreementthe Company or the Parent, or (F) solicitationresolve or agree or publicly propose to, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder permit the Parent or any of its Subsidiaries or any of its or their Representatives with respect to resolve or agree or publicly propose to take any Acquisition Proposal. of the actions referred to in clauses (cA) Stockholder shall not enter into any Contract - (E). Notwithstanding anything in this Agreement to the contrary, Parent Stockholder, directly or indirectly through one or more of its Representatives, may engage in the actions referred to in clauses (A)-(E) of this Section 8 with any Person that provides for, or could reasonably be expected if the Parent is permitted to materially facilitate or is designed engage in such actions with such Person pursuant to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 7.9 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties in each case subject to the Company by voting or taking any other action whatsoever restrictions and limitations set forth in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants Section 7.9 of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. (a) Stockholder The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize (and shall cause use its Affiliates best efforts not to permit) any affiliate, officer, director or employee of, or any investment banker, attorney or other advisor or representative (other than the Company and any of the Acquired Companiescollectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf any of the Company) not its Subsidiaries to, (i) solicit, solicit or initiate, or encourage, induce directly or facilitate indirectly, any inquiries relating to, or the makingsubmission of, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish participate in any information discussions or negotiations regarding any of the Acquired Companies Acquisition Proposal, or in connection with any Acquisition Proposal, or furnish to any Person in connection any information or data with respect to or in response provide access to an Acquisition Proposal the properties of the Company or an inquiry any of its Subsidiaries, or indication take any other action to knowingly facilitate the making of interest any proposal that could constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (iii) enter into any agreement with respect to an any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal; provided, that nothing contained in this Section 5.3 or any other provision hereof shall prohibit the Company or the Company’s board of directors from (x) taking and disclosing to the Company’s stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or (y) making such disclosure to the Company’s stockholders as, in the good faith judgment of the Company’s board of directors, pursuant to advice from independent legal counsel, is reasonably expected to be required under applicable law, provided that Company may not, except as permitted by Section 5.3(b), withdraw or modify, or propose to withdraw or modify, the Company Board Recommendation or approve or recommend, or propose to approve or recommend any Acquisition Proposal, (iii) engage in or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposalof the foregoing. Notwithstanding the foregoing, (iv) approveprior to the time of acceptance of Company Common Stock for payment pursuant to the Offer, endorse the Company may furnish information concerning its businesses or recommend any Acquisition Proposal its Subsidiaries, properties or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating assets to any Acquisition Transaction. Person or “group” (bas defined in the Exchange Act and the rules promulgated thereunder) Stockholder and may negotiate and participate in discussions and negotiations with such Person or group whether or not such Person or group has had previous discussions or negotiations with the Company concerning a Superior Proposal (as defined below), provided that such Person or group shall immediately cease and cause have entered into a confidentiality agreement, the confidentiality provisions of which shall be no more favorable to such third party than those provided for in the Confidentiality Agreement (provided that such confidentiality agreement must permit the Company to disclose to Parent all of the information required to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken disclosed by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under to Parent by this Section 2.3 notwithstanding the fact that the Stockholder 5.3) if: (x) such Person or its Representatives have provided advice or assistance to the Company in connection therewith.group has submitted a Superior Proposal;

No Solicitation. (a) Stockholder Until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 9.01, the Company shall not, and shall cause its Affiliates (other than Subsidiaries and the Company officers and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives directors of the Company and who act or purport to act on behalf of the Company) its Subsidiaries not to, and shall use reasonable best efforts to cause its other Representatives not to, directly or indirectly, (i) solicit, initiate, encourageendorse, induce knowingly facilitate or facilitate knowingly encourage the making, submission or announcement of any Acquisition Proposal inquiries, proposals or take any action offers that could constitute or would reasonably be expected to lead to an Acquisition any Takeover Proposal, (ii) furnish provide any nonpublic information regarding concerning the Company or any of the Acquired Companies its Subsidiaries to any Person person or group in connection with or in response to an Acquisition any Takeover Proposal or an inquiry any inquiry, proposal or indication of interest offer that could would reasonably be expected to lead to an Acquisition any Takeover Proposal, or engage in any discussions or negotiations with respect to any Takeover Proposal (other than solely to inform any relevant third party of the restrictions in this Section 6.02), (iii) engage in discussions approve, support, adopt, endorse or negotiations with recommend any Person with respect to any Acquisition Takeover Proposal, (iv) approvetake any action to make the provisions of any Takeover Law inapplicable to any person other than Parent and its Affiliates or to any transactions constituting or contemplated by a Takeover Proposal, endorse or recommend any Acquisition Proposal or (v) enter into otherwise cooperate with or assist or participate in, or knowingly facilitate, any letter such inquiries, proposals, offers, discussions or negotiations, or (vi) resolve or agree to do any of intent or similar document or any Contract contemplating or otherwise relating the foregoing. Subject to any Acquisition Transaction. (b) Stockholder Section 6.02(b), the Company shall, and shall cause its Subsidiaries and its and their respective officers and directors to, and shall use reasonable best efforts to cause its and their respective other Representatives to, immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted person or groups that may be ongoing with respect to any Takeover Proposal or potential Takeover Proposal. The Company shall promptly after the date hereof instruct each person (if any) that has heretofore executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a Takeover Proposal or potential Takeover Proposal with or for the benefit of the Company promptly to return to the Company or destroy all information, documents, and materials relating to the Takeover Proposal or to the Company or its businesses, operations or affairs heretofore furnished by Stockholder the Company, any of its Subsidiaries or any of their respective Representatives to such person or any of its Representatives in accordance with the terms of such confidentiality agreement, and shall enforce (including by seeking an injunction) the contractual rights of the Company or any of its Subsidiaries under any such agreement with respect thereto, and shall enforce, and not waive, terminate or modify without Parent’s prior written consent, any standstill or similar provision in any confidentiality, standstill or other agreement with such person; provided that the Company may waive any standstill or similar provisions to any Acquisition the extent necessary to permit a person to make, on a confidential basis to the Company Board, a Takeover Proposal. , conditioned upon such person agreeing to disclosure of such Takeover Proposal to Parent and Merger Sub, in each case as contemplated by this Section 6.02 (cprovided, further that the Company may only take such action if the Company Board determines in good faith (after consultation with its outside legal counsel) Stockholder shall not enter into any Contract with any Person that provides for, or could the failure of the Company Board to take such action would reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of be inconsistent with the Company Board’s fiduciary duties under applicable Law). The Company shall not, and shall not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or permit any of its Subsidiaries or its or their respective Representatives (A) who is a member of to, enter into any confidentiality agreement subsequent to the Board of Directors of date hereof which prohibits the Company from exercising its fiduciary duties providing to Parent the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under information required to be provided to Parent pursuant to this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith6.02.

No Solicitation. (a) Stockholder shall notFrom and after the date hereof until the termination of the Merger Agreement, neither the Shareholder nor any of its subsidiaries shall, and shall cause not authorize or permit any of its Affiliates officers, directors, employees, partners, agents, affiliates (other than the Company and Santa Fe) or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) (collectively, the Acquired Companies"Shareholder Representatives") and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) and on becoming aware of it will stop such person from continuing to, directly or indirectly, solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected designed to lead facilitate, directly or indirectly, any inquiry, proposal or offer (including, without limitation, any proposal or offer to an Acquisition Proposal, (iiSanta Fe shareholders) furnish any information regarding any of the Acquired Companies with respect to any Person in connection with or in response to an a Santa Fe Acquisition Proposal or an inquiry cooperate with or indication of interest that could reasonably be expected to lead to an Acquisition Proposalassist, (iii) participate or engage in any discussions or negotiations with any Person with respect to any concerning a Santa Fe Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder The Shareholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder the Shareholder or any of its Shareholder Representatives with respect to any Santa Fe Acquisition Proposal. (c) Stockholder Prior to the termination of the Merger Agreement, the Shareholder will as promptly as possible notify Global orally of and confirm in writing any requests to the Shareholder for information in connection with, or the receipt of, any Santa Fe Acquisition Proposal or any inquiry with respect to or that could lead to a Santa Fe Acquisition Proposal directed to the Shareholder. The Shareholder will (i) keep Global fully informed of the status and details (including any changes or proposed changes to such status or details) on a timely basis of any such requests, Santa Fe Acquisition Proposals or inquiries and (ii) provide to Global as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to the Shareholder from any third party in connection with any Santa Fe Acquisition Proposal or sent or provided by the Shareholder to any third party in connection with any Santa Fe Acquisition Proposal. Any written notice under this Section 2.03 may be given by facsimile with receipt confirmed or personal delivery. (d) Prior to the termination of the Merger Agreement, the Shareholder shall not enter into any Contract agreement with any Person person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an a Santa Fe Acquisition Proposal. (de) Notwithstanding anything to the contrary contained in this Agreement: (i) the The provisions of this Section 2.3 apply solely to the Stockholder when acting in his 2.03 do not prohibit or its capacity as restrict any Shareholder Representative who is also a Stockholder of the Company and not when acting or purporting to act as a Santa Fe Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under from taking actions permitted by Section 4.3 7.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder The Company and its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any Persons (other than LKQ, Parent and Acquisition Sub) conducted heretofore with respect to any proposal that constitutes or would reasonably be expected to lead to, any Acquisition Proposal. (b) Subject to Section 6.2(c), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and its Subsidiaries shall not, and nor shall cause its Affiliates (other than the Company and they authorize or knowingly permit any of the Acquired Companiestheir respective directors, officers or other employees, controlled Affiliates, or any investment banker, attorney or other authorized agent or representative retained by any of them (collectively, “Representatives”) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, or knowingly encourage, induce or knowingly facilitate the makingor assist, submission any proposal that constitutes or announcement of any Acquisition Proposal or take any action that could would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person (other than LKQ, Parent, Acquisition Sub or any designees of LKQ, Parent or Acquisition Sub) any material non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than LKQ, Parent, Acquisition Sub or any designees of LKQ, Parent or Acquisition Sub) access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries, in connection any such case with the intent to induce the making, submission or in response announcement of, or the intent to an Acquisition Proposal encourage, facilitate or an inquiry assist, any proposal that constitutes or indication of interest that could would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person Person, or take any action, with respect to any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal (provided, however, nothing contained herein shall prohibit a verbal interaction initiated by a Person on an unsolicited basis so long as the Company’s participation is solely to clarify the terms and conditions of any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal), (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 7.4(b)), or (v) enter into any letter of intent or similar document document, or any Contract contemplating or otherwise relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement). The Company agrees that it shall, as soon as practicable following the date hereof but in any event within three (3) Business Days, request of each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Transaction. (b) Stockholder shall immediately cease and cause Proposal to be terminated any existing (as return or destroy all Confidential Information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder Company or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides forSubsidiaries, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition ProposalRepresentatives. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder shall not, and shall cause its Affiliates (other than the The Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated terminate any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties Persons conducted heretofore by Stockholder the Company or any of its Representatives (as hereafter defined) with respect to any proposed, potential or contemplated Acquisition Proposal (as hereafter defined). (b) From and after the date of this Agreement, without the prior written consent of Parent, the Company will not, will not authorize, and shall use its reasonable best efforts to cause all of its officers, directors, employees, financial advisors, agents or representatives (each a "Representative") not to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any Person (a "Third Party"), or engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal. (c) Notwithstanding the provisions of Section 6.2(b) above, at any time prior to obtaining the Company Stockholder shall Approval as contemplated by Section 6.3 hereof, the Company may, in response to an unsolicited written offer or proposal with respect to a potential or proposed Acquisition Proposal (that does not enter into any Contract with any Person that provides forviolate Sections 6.2(a) or (b)) engage in negotiations or discussions with, or provide information or data to, any Third Party relating to any Acquisition Proposal if the Company's Board of Directors determines in good faith, upon advice from outside legal counsel to the Company, that such Acquisition Proposal constitutes a Superior Proposal and such action is required to comply with its fiduciary duties under applicable law. Subject to all of the foregoing requirements, the Company will immediately notify Parent orally and in writing if any discussions or negotiations are sought to be initiated, any inquiry or proposal is made, or any information is requested by any Third Party with respect to any Acquisition Proposal or which could reasonably be expected lead to materially facilitate an Acquisition Proposal and immediately notify Parent of all material terms of any Acquisition Proposal, including the identity of the Third Party making the Acquisition Proposal or is designed the request for information, if known, and thereafter shall inform Parent on a timely, ongoing basis of the status and content of any discussions or negotiations with a Third Party, including immediately reporting any changes to facilitate, an the terms and conditions of the Acquisition Proposal. (d) Notwithstanding anything to In the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of event the Board of Directors of the Company has determined that any Acquisition Proposal constitutes a Superior Proposal (as determined in accordance with Section 6.2(c)), (i) the Company shall promptly notify the Parent thereof and (ii) for a period of five days after delivery of such notice, the Company and its Representatives, if requested by Parent, shall negotiate in good faith with Parent to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with the Merger on such adjusted terms. After such five day period, the Board of Directors of the Company may then (and only then) withdraw or modify its approval or recommendation of the Merger and this Agreement and recommend such Superior Proposal. (e) The Company agrees not to release any Third Party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made, or who may reasonably be considered likely to make, an Acquisition Proposal or who the Company or any of its Representatives have had discussions with regarding a proposed, potential or contemplated Company Acquisition Transaction unless the Company's Board of Directors shall conclude, in good faith, that such action will lead to a Superior Proposal and that, after receiving advice from exercising outside legal counsel to the Company, such action is required for the Board of Directors to comply with its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or under applicable law. (Bf) who is an officer or employee For purposes of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.Agreement:

No Solicitation. (a) Stockholder shall From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to Article IX, Parent and its subsidiaries will not, and shall cause its Affiliates (other than the Company and nor will they authorize or permit any of the Acquired Companies) and its Representatives (their respective officers, directors, affiliates or employees or any investment banker, attorney or other than Representatives advisor or representative retained by any of Stockholder who are are also Representatives of the Company and who act them to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, encourage or induce or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal(as hereinafter defined), (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection person any non-public information with respect to, or in response take any other action to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) except as set forth in Section 5.2(c), approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Transaction. Proposal; provided, however, that prior to the approval of the Parent Stockholder Approval at the Parent Stockholders' Meeting, Parent may furnish nonpublic information regarding Parent and its subsidiaries to, or enter into discussions or negotiations with, any person or group who has submitted (band not withdrawn) Stockholder to Parent an unsolicited, written, bona fide Parent Acquisition Proposal that the Board of Directors of Parent reasonably concludes (after consultation with a financial advisor of national standing) may constitute a Superior Offer if (1) neither Parent nor any representative of Parent and its subsidiaries shall have violated any of the restrictions set forth in this Section 5.4, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Board of Directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law, (3) 36 hours prior to furnishing any such nonpublic information to, or entering into any such discussions with, such person or group, Parent gives VHA and UHC written notice of the identity of such person or group and all of the material terms and conditions of such Parent Acquisition Proposal and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such person or group, and Parent receives from such person or group an executed confidentiality agreement containing customary terms. Parent and its subsidiaries will immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore with respect to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by Stockholder any officer, director or employee of Parent or any of its Representatives with respect to subsidiaries or any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides forinvestment banker, attorney or could reasonably be expected to materially facilitate other advisor or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions representative of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is subsidiaries shall be deemed to be a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.5.4(a)

No Solicitation. (a) Each of SunEdison and Stockholder shall nothereby agrees that it and its Subsidiaries and its and their officers, directors and employees will, and shall that it will instruct and use its reasonable best efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) and its Subsidiaries’ Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal or SunEdison Standalone Acquisition Proposal (including access to any electronic datarooms). (b) Each of SunEdison and Stockholder hereby agrees that neither it nor any of its Subsidiaries nor any of the officers, directors and employees of it or its Subsidiaries shall, and that it shall instruct and use its commercially reasonable efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage any inquiries or the making of any indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal or SunEdison Standalone Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or SunEdison Standalone Acquisition Proposal or (iii) knowingly facilitate any effort or attempt to make any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or SunEdison Standalone Acquisition Proposal. (c) Notwithstanding anything in the foregoing to the contrary, prior to, but not after, the entry by the Bankruptcy Court of the Approval Order, each of SunEdison, Stockholder and their respective Representatives may (i) provide information in response to a request therefor by a Person who has made a bona fide written SunEdison Standalone Acquisition Proposal that did not result from a breach of this Section 3.2 if SunEdison has received or receives from the Person so requesting such information an executed confidentiality agreement (provided that SunEdison shall not enter into comply with the provisions of the Confidentiality Agreement between SunEdison, the Company and Terra LLC, dated as of August 22, 2016, as amended, with respect to the disclosure of any Contract Evaluation Material, as defined in such Confidentiality Agreement) and (ii) engage or participate in any discussions or negotiations with any Person who has made such a bona fide written SunEdison Standalone Acquisition Proposal; if and only to the extent that, (x) prior to taking any action described in clause (i) or (ii) above, the board of directors of SunEdison or any duly authorized committee thereof determines in good faith after consultation with its outside legal counsel that provides for, or could failure to take such action would reasonably be expected to materially facilitate result in a breach of the directors’ fiduciary duties under applicable Law, and (y) in each such case referred to in clause (i) or (ii) above, the board of directors of SunEdison or any duly authorized committee thereof has determined in good faith based on the information then available and after consultation with its outside legal counsel and financial advisor that such SunEdison Standalone Acquisition Proposal either constitutes a SunEdison Standalone Superior Proposal or is designed reasonably likely to facilitateresult in a SunEdison Standalone Superior Proposal, an Acquisition Proposalas applicable. (d) Notwithstanding anything At least three (3) business days prior to the contrary contained in this Agreement: delivery of a written notice to Parent and the Company pursuant to Section 6.1(e) (i) each, a “Termination Notice”), SunEdison shall provide written notice to Parent and the provisions Company of this Section 2.3 apply solely its intent to deliver a Termination Notice specifying the Stockholder when acting in his or its capacity as a Stockholder reasons therefor, including the terms and conditions of any SunEdison Standalone Acquisition Proposal that is the basis of the Company and not when acting or purporting to act as a Representative of the Company intended Termination Notice (it being understood and agreed that any amendment to the Company has separate and independent obligations financial terms or any other material term of such SunEdison Standalone Acquisition Proposal shall require a new written notice to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); at least three (ii3) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties business days prior to the Company by voting delivery of a Termination Notice). In determining whether a SunEdison Standalone Acquisition Proposal constitutes a SunEdison Standalone Superior Proposal, the board of directors of SunEdison or taking a duly authorized committee thereof shall take into account any other action whatsoever in his capacity as a director or (B) who is an officer or employee of changes to the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants terms of the Merger Agreement proposed by Parent and the Company that are written, binding and irrevocable, and if requested by Parent or the Company, SunEdison shall engage in respect of good faith negotiations with Parent and the Company regarding any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance changes to the Company in connection therewithterms of the Merger Agreement proposed by Parent or the Company.

No Solicitation. (a) During the Voting Period, (i) each Stockholder Party shall, and shall cause its respective officers and directors to, and the Stockholder Party shall instruct and use its reasonable best efforts to cause each of its controlled Affiliates and its and their Representatives (it being understood that, for purposes of this Section 3.2, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) each Stockholder Party shall not, and shall cause not authorize, and the Stockholder Party shall use its Affiliates (other than the Company and reasonable best efforts not to permit any of the Acquired Companies) and its controlled Affiliates or its or their Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly through another Person, (ia) initiate, seek, solicit, initiateknowingly facilitate, encourageknowingly encourage (including by way of furnishing any non-public information), or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal or knowingly take any other action that could which would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiib) engage in negotiations or discussions with, or negotiations with provide any non-public information or non-public data to, any Person with respect (other than Parent or any of its Affiliates or Representatives) relating to any Acquisition Proposal, (ivc) approveenter into any binding or non-binding letter of intent, endorse agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or recommend other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, (d) submit or cause to be submitted to the stockholders of the Company for their approval any Acquisition Proposal or (ve) enter into agree or announce an intention to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe foregoing. (b) Each Stockholder shall immediately cease Party agrees that it will promptly inform its Affiliates and cause to be terminated any existing (as its and its Affiliates’ Representatives of the date of obligations undertaken in this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition ProposalArticle III. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything herein to the contrary contained (including this Section 3.2), no Stockholder Party makes any agreement or understanding with respect to any action taken by any Affiliate of any Stockholder Party in such Person’s capacity as a director or officer of the Company or any of its subsidiaries (if such Affiliate holds such office), and nothing in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting will limit or affect any actions or omissions taken by any such Affiliate in his or its capacity as such a Stockholder of the Company and not when acting director or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub officer, including in respect of the solicitation of Acquisition Proposals exercising rights under Section 4.3 of the Merger Agreement), and no such actions or omissions shall be deemed a breach of this Agreement; or (ii) none of the provisions of this Section 2.3 shall will be construed to prohibit, limit limit, or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company such Affiliate from exercising its fiduciary duties as an officer or director to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithstockholders.

No Solicitation. (a) Stockholder From the date hereof until the earlier to occur of the termination of this Agreement pursuant to its terms or the Acceptance Time, the Company shall not, directly or indirectly, and shall cause its Affiliates (other than the Company shall not permit its Subsidiaries and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also respective Representatives of the Company and who act or purport to act on behalf of the Company) not Alaska Corporations to, directly or indirectly: (i) solicit, initiate, encourage, induce knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead with respect to an Alaska Corporation or Acquisition Proposal, Inquiry with respect to an Alaska Corporation; (ii) furnish any information regarding any of the Acquired Companies Alaska Corporations to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead with respect to an Alaska Corporation or Acquisition Proposal, Inquiry with respect to an Alaska Corporation; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal with respect to any an Alaska Corporation or Acquisition Proposal, Inquiry with respect to an Alaska Corporation; (iv) approve, endorse or recommend any Acquisition Proposal with respect to an Alaska Corporation or Acquisition Inquiry with respect to an Alaska Corporation; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition TransactionTransaction or Acquisition Inquiry with respect to an Alaska Corporation; provided, however, that prior to the Acceptance Time, this Section 5.4(a) shall not prohibit the Company from furnishing information regarding the Alaska Corporations to, or entering into discussions and negotiations with, any Person in response to an Acquisition Proposal that is reasonably expected to result in a Company Superior Offer that is submitted to the Company by such Person (and not withdrawn) if: (A) such Acquisition Proposal did not result from any breach of, or any action inconsistent with, any of the provisions set forth in this Section 5.4; (B) the Company Board concludes in good faith, after having consulted with its outside legal counsel, that failure to take such action would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; (C) at least two Business Days prior to furnishing any such information to, or entering into discussions or negotiations with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish information to, or enter into discussions with, such Person, and the Company receives from such Person an executed confidentiality agreement (which the Company may discuss with such Person during the two day period) containing provisions (including nondisclosure provisions, use restrictions and non-solicitation provisions) at least as favorable to the Company as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement; and (D) at least two Business Days prior to furnishing any such information to such Person, the Company furnishes such information to Parent (to the extent such information has not been previously furnished or Made Available by the Company to Parent). Parent and the Company agree that any action inconsistent with the restrictions set forth in this Section 5.4 by any Alaska Corporation or by any Representative of an Alaska Corporation will be deemed to be a breach of this Section 5.4 by the Company. (b) Stockholder The Company shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal with respect to an Alaska Corporation or Acquisition Inquiry with respect to an Alaska Corporation) advise Parent orally and in writing of any such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof, including a copy of any written Acquisition Proposal or Acquisition Inquiry) that is made or submitted by any Person prior to the Acceptance Time. The Company shall keep Parent reasonably informed with respect to: (i) the status of any such Acquisition Proposal or Acquisition Inquiry, including any negotiations with respect thereto; and (ii) the status and terms of any material modification or proposed material modification thereto. (c) The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing (as of discussions conducted on or before the date of this AgreementAgreement with any Person that relate to any Acquisition Proposal or Acquisition Inquiry. (d) The Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, non-solicitation, initiationno hire, encouragement, activity, discussion “standstill” or negotiation with any parties conducted heretofore by Stockholder similar Contract to which it or any of its Representatives Subsidiaries is a party or under which it or any of its Subsidiaries has any rights, and will use its reasonable efforts to cause each such agreement to be enforced at the request of Parent, except that the Company may waive any “standstill” or similar contract to which it or any Subsidiary is a party if the Company Board concludes in good faith, after having consulted with outside counsel, that the failure to take such action would reasonably constitute a breach of any fiduciary duties of the Company Board. (e) Subject to the following Section 5.4(f), from the date hereof to the earlier to occur of the termination of this Agreement in accordance with its terms and the Acceptance Time, (i) the Company Board Recommendation shall not be directly or indirectly withdrawn or modified in a manner adverse to Parent or Merger Sub; and (ii) neither the Company Board nor any committee thereof shall: (A) fail to publicly reaffirm the Company Board Recommendation, or fail to publicly state that the Offer, the Merger and this Agreement are in the best interest of the Company’s stockholders, within five Business Days after Parent requests in writing that such action be taken; (B) fail to publicly announce, within ten Business Days after a tender offer or exchange offer relating to the securities of the Company shall have been commenced, a statement disclosing that the Company Board recommends rejection of such tender or exchange offer; (C) fail to issue, within five Business Days after an Acquisition Proposal with respect to any an Alaska Corporation is publicly announced, a press release announcing its opposition to such Acquisition Proposal; or (D) resolve to take any action described in clauses “(i)” or “(ii)” of this sentence (each of the foregoing actions described in clauses “(i)” and “(ii)” being referred to as a “Company Change in Recommendation”). (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (df) Notwithstanding anything to the contrary contained in Section 5.4(e) or elsewhere in this Agreement: , at any time prior to the Acceptance Time, the Company Board may effect, or cause the Company to effect, as the case may be, a Company Change in Recommendation: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company if: (it being understood that A) the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of not otherwise breached its obligations under this Section 2.3 notwithstanding 5.4 in connection with the fact that offer referred to in the Stockholder following clause “(B);” (B) after the date of this Agreement, an unsolicited, bona fide, written offer to acquire all of the outstanding shares of Company Common Stock (whether through a tender offer, merger or its Representatives have provided advice or assistance otherwise) is made to the Company and is not withdrawn; (C) the Company Board determines in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, that such offer constitutes a Company Superior Offer; (D) the Company Board does not effect, or cause the Company to effect, a Company Change in Recommendation at any time within three Business Days after Parent receives written notice from the Company confirming that the Company Board has determined that such offer is a Company Superior Offer; (E) during such three Business Day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement in such a manner that the offer that was determined to constitute a Company Superior Offer no longer constitutes a Company Superior Offer; (F) at the end of such three Business Day period, such offer has not been withdrawn and continues to constitute a Company Superior Offer (taking into account any changes to the terms of this Agreement proposed by Parent as a result of the negotiations required by clause “(E)” or otherwise); and (G) the Company Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Company Superior Offer, a failure to make a Company Change in Recommendation would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; or (ii) if: (A) other than (1) the development or circumstances contemplated by clause “(i)” of this Section 5.4(f) or (2) in connection therewithwith or as a result of the making of, or any development or circumstance relating to, an Acquisition Proposal with respect to an Alaska Corporation or an Acquisition Inquiry with respect to an Alaska Corporation, a material development or change in circumstances occurs or arises after the date of this Agreement that was neither known to the Company Board nor reasonably foreseeable to the Company Board as of the date of this Agreement (such material development or change in circumstances being referred to as a “Company Intervening Event”); (B) at least three Business Days prior to any meeting of the Company Board at which the Company Board will consider whether such Company Intervening Event requires the Company Board to effect, or cause the Company to effect, a Company Change in Recommendation, the Company provides Parent with a written notice specifying the date and time of such meeting and the reasons for holding such meeting; (C) during such three Business Day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement in such a manner that obviates the need for the Company Board to effect, or cause the Company to effect, a Company Change in Recommendation as a result of such Company Intervening Event; and (D) the Company Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Company Intervening Event, a failure to make a Company Change in Recommendation would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law. Notwithstanding the foregoing, any development or change involving the European Medicines Agency’s re-examination of the negative opinion issued with respect to the conditional approval of FOLOTYN® (the “EMA Re-Examination”) shall not be considered a Company Intervening Event. (g) Nothing contained in this Section 5.4 shall be deemed to prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable U.S. federal or state law with regard to an Acquisition Proposal, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to stockholders), (ii) making any disclosure to the Company’s stockholders if the Company Board determines in good faith, after having consulted with its outside legal counsel, that the failure to do so would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; provided, in the case of each of clause (i) and (ii), that any such disclosure (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Company Change in Recommendation unless the Company Board publicly reaffirms the Company Board Recommendation within (A) three (3) Business Days after Parent requests such reaffirmation in writing (and, in any event, prior to any scheduled Expiration Date so long as Parent has made such request at least two (2) Business Days prior to such scheduled Expiration Date), or (B) two (2) Business Days after Parent requests such reaffirmation in writing if the applicable disclosure by the Company or the Company Board or any committee thereof relates to a positive opinion with respect to the conditional approval of FOLOTYN® in the EMA Re-Examination and such disclosure does not include such a reaffirmation, or (iii) making any “stop-look-and-listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act.

No Solicitation. (a) Each Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, such Stockholder shall not, directly or indirectly, and such Stockholder shall cause its Affiliates instruct such Stockholder’s Representatives to not, directly or indirectly: (a) solicit, knowingly facilitate or knowingly encourage the initiation of any inquiry, proposal or offer from any Person (other than the Company and Parent or Parent’s Representatives) relating to a possible Acquisition Transaction; (b) participate in any of the Acquired Companies) and its Representatives discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent or Parent’s Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent or Parent’s Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act acting on behalf of Parent) relating to a possible Acquisition Transaction. Each Stockholder shall immediately cease and discontinue, and each Stockholder shall ensure that such Stockholder’s Representatives immediately cease and discontinue, any existing discussions with any Person that related to any inquiry, proposal or offer relating to a possible Acquisition Transaction. Nothing contained in this Section 5 or Section 4.4 of the CompanyMerger Agreement shall prohibit such Stockholder or its Representatives from having discussions with any potential joint venture partner or otherwise considering any strategic acquisition so long as (x) the potential joint venture or acquisition transaction does not to, (i) solicit, initiate, encourage, induce contemplate the sale or facilitate the making, submission or announcement issuance of any Acquisition Proposal or take securities of any action that could reasonably Acquired Company (unless otherwise disclosed to Parent prior to the date hereof) and would be expected intended primarily to lead to an Acquisition Proposal, (ii) furnish any information regarding any address the needs of the Acquired Companies to any Person in connection with find alternative sources of production of wafers for customers of the Acquired Companies during periods where the Acquired Companies lack the manufacturing capacity to fulfill their customers’ orders or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposalforecasted orders for wafers, and (iiiy) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) the Company does not enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives other binding agreement with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and foregoing without the prior written consent of Parent, not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithunreasonably withheld.

No Solicitation. The Stockholder Parent and its Subsidiaries shall, and the Stockholder Parent shall instruct and cause its and its Subsidiaries’ Representatives to, cease immediately any existing discussions or negotiations regarding any proposal or offer, in a single transaction or series of related transactions for an Alternative Proposal or for the acquisition of beneficial ownership of any Shares (a) each, a “Stockholder shall Alternative Proposal”). The Stockholder Parent will not, and shall the Stockholder Parent will cause its Affiliates (other than the Company and any of the Acquired Companies) and its Subsidiaries’ Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 4.1, directly or indirectly (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement knowingly encourage (including by way of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any furnishing non-public information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder Company or any of its Representatives with respect to Subsidiaries) or facilitate, any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with inquiries, proposals or offers from any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than the Parent and its Subsidiaries) that provides forconstitute, or could reasonably be expected to materially facilitate result in a Stockholder Alternative Proposal, or is designed (ii) engage or participate in any discussions (other than to facilitate, an Acquisition Proposal. (d) Notwithstanding anything state that they are not permitted to the contrary contained in have discussions and to refer to this Agreement: ) or negotiations (iincluding by way of furnishing non-public information regarding the Company or any of its Subsidiaries) the provisions relating to, or which would reasonably be likely to lead to, any Stockholder Alternative Proposal. Solely for purposes of this Section 2.3 apply solely 3.3, neither the Company nor its direct or indirect Subsidiaries shall be deemed to be a Subsidiary of the Stockholder when acting in his Parent or its capacity as a Stockholder of the Company Stockholder, and not when acting or purporting to act as a any Representative of the Company (it being understood that the Company has separate and independent obligations in their capacities as such) shall be deemed not to Parent and Merger Sub in respect be a Representative of the solicitation of Acquisition Proposals under Section 4.3 of Stockholder Parent or the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithStockholder.

No Solicitation. (a) Stockholder The Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and instruct its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (ia) solicit, initiate, encourage, initiate propose or induce or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) furnish to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives) 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, in any such case in connection with any Acquisition Proposal or take with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or any action proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, (iic) furnish any information regarding any of the Acquired Companies to any Person in connection with participate or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any third Person or Group with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal, (ivd) approveenter into any Contract or other agreement or understanding (written or oral, endorse binding or recommend any non-binding, preliminary or definitive) relating to an Acquisition Proposal or (ve) enter into propose, authorize or commit to do any letter of intent the foregoing; provided, that the foregoing restrictions shall not prohibit the Stockholder from responding to an inquiry, proposal or similar document offer solely to (x) notify the applicable Person or Group of the existence of the provisions of this Section 4.5 and (y) refer the applicable Person or Group to the Company with respect to such inquiry, proposal or offer. The Stockholder shall, and shall instruct its Representatives to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Merger Sub, or any Contract contemplating designees of Parent or otherwise relating to any Acquisition Transaction. (bMerger Sub) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person inquiry, proposal or offer pending on the date hereof that provides forconstitutes, or could reasonably be expected is intended to materially facilitate or is designed to facilitatelead to, an Acquisition Proposal. (db) Notwithstanding anything to From and after the contrary contained in execution and delivery of this Agreement: (i) the provisions of this Section 2.3 apply solely to , the Stockholder when acting shall promptly (and in his or its capacity as a Stockholder any event within twenty-four (24) hours following the time of receipt) advise Parent in writing in the Company and not when acting or purporting to act as a Representative of the Company (event that it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Affiliates, any of its or its Affiliates’ officers, directors or employees or, to the Stockholder’s knowledge, any of its or its Affiliates’ Representatives receives any Acquisition Proposal, and in connection with such notice, provide to Parent the material terms and conditions (A) who is a member including the identity of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking third Party making any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect Acquisition Proposal, copies of any documentation, including copies of any related financing commitments and fee letters, and a written summary of any oral proposals) of any such Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithProposal.

No Solicitation. (a) Prior to the Termination Date, the Stockholder shall not, and shall cause its Affiliates (other than the Company subsidiaries and its and its subsidiaries’ respective officers, members, directors, employees, accountants, financial and tax advisers, legal counsel and any other representatives engaged by the Stockholder or any of its Affiliates to assist the Acquired Companies) and its Representatives Stockholder in connection with this Agreement, the Merger Agreement or the Merger (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company“Representatives”) not to, directly or indirectly, (i) solicit, initiate, encourage, induce solicit or knowingly encourage or facilitate any inquiries with respect to, or the makingmaking of, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an to, any Parent Acquisition Proposal, (ii) furnish engage in any negotiations or discussions with any Third Party concerning any Parent Acquisition Proposal, or provide access to its properties, books and records or any confidential or nonpublic information regarding or data to any Third Party relating to the Parent or any of its subsidiaries, any of the Acquired Companies to Parent Joint Ventures or the Stockholder, or have or participate in any Person discussions with any Third Party, in connection with any of the foregoing, (iii) approve, authorize or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or nonbinding) in connection with or relating to any Parent Acquisition Proposal (other than an Acceptable Confidentiality Agreement). The Stockholder also agrees that, immediately following the execution of this Agreement, it shall (and shall use reasonable best efforts to cause each of its subsidiaries and its and their Representatives to) immediately (1) cease any solicitations, discussions or negotiations with any Third Party in response to an connection with a Parent Acquisition Proposal or an inquiry any potential Parent Acquisition Proposal and (2) terminate each Third Party’s access to any physical or indication electronic data rooms relating to any potential Parent Acquisition Proposal. The Stockholder also agrees that following the execution of interest this Agreement it will promptly request each Third Party that has prior to the date hereof executed a confidentiality agreement that is currently in effect in connection a Parent Acquisition Proposal or potential Parent Acquisition Proposal to return or destroy all confidential information furnished to such Third Party by or on behalf of it or any of its subsidiaries prior to the date hereof. The Stockholder shall promptly notify the Company of the receipt of (A) any Parent Acquisition Proposal after the execution of this Agreement, (B) any inquiry, proposal, offer or request for information with respect to, or that could reasonably be expected to result in, or lead to an to, a Parent Acquisition Proposal, or (iiiC) engage in any discussions or negotiations sought to be initiated or continued with the Stockholder, Parent, any Person of its subsidiaries or its or their Representatives concerning a Parent Acquisition Proposal, which notice shall include a summary of the material terms and conditions of any such proposal or offer regarding a Parent Acquisition Proposal, including any financial and other terms thereof, in each case including any modifications thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Stockholder (in its capacity as such) shall not be responsible for the actions of Parent or its Board of Directors (or any Committee thereof), any Affiliate of Parent (other than the Stockholder), or any officers, directors (in their capacity as such), employees and Representatives of any of the foregoing (the “Parent Related Parties”), including with respect to any Acquisition Proposalof the matters contemplated by this Section 5(a), (ivy) approve, endorse the Stockholder (in its capacity as such) makes no representations or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives warranties with respect to the actions of any Acquisition Proposal. of the Parent Related Parties, and (cz) Stockholder any breach by Parent of its obligations under Section 6.2(a) of the Merger Agreement shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions considered a breach of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company 5(a) (it being understood for the avoidance of doubt that the Company has separate and independent obligations to Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (iiRelated Party) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith5(a)).

No Solicitation. (a) Stockholder shall notBuyer agrees that during the Restricted Period neither it nor any of its subsidiaries nor any of their respective officers or directors shall, and that Buyer shall use reasonable efforts to cause its Affiliates and its subsidiaries’ agents and representatives (other than the Company and including any investment banker, attorney or accountant retained by it or any of the Acquired Companiesits subsidiaries), other employees and affiliates not to (and shall not authorize any of them to) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, induce encourage or knowingly facilitate the making, submission or announcement of of, any Acquisition Proposal with respect to itself, (ii) participate or engage in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action intended to facilitate any inquiries or the making of any proposal that could constitutes or may reasonably be expected to lead to an Acquisition Proposalto, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected with respect to lead to an Acquisition Proposalitself, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal with respect to itself (except to the extent specifically permitted pursuant to Section 5.9(c)), or (viv) enter into any letter of intent or similar document or any Contract or commitment contemplating or otherwise relating to any Acquisition Transaction. Proposal with respect to itself. Buyer and its subsidiaries will immediately cease, and Buyer shall use reasonable efforts to cause Buyer’s and its subsidiaries’ respective officers, directors, agents and representatives (b) Stockholder shall immediately cease and cause to be terminated including any existing (as of the date of this Agreement) solicitationinvestment banker, initiation, encouragement, activity, discussion attorney or negotiation with any parties conducted heretofore accountant retained by Stockholder it or any of its Representatives subsidiaries), other employees and affiliates (each a “Buyer Representative”) to cease, any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. (c) Stockholder Proposal with respect to itself. Buyer shall not enter into be responsible for any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions breach of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or 5.9 by any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithBuyer Representative.

No Solicitation. (a) Stockholder shall The Company and Parent, as applicable, will not, and shall cause each of its Affiliates (other than the Company and any of the Acquired Companies) Subsidiaries and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) its Subsidiaries’ respective officers, trustees and directors not to, and will not authorize and shall use commercially reasonable efforts to cause its and their other Representatives not to: (i) solicit, initiate, encourage, induce initiate or knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry (including by approving any transaction, or approving any Person acquiring Company Capital Shares such that the Person does not become an “interested stockholder,” for purposes of the MGCL); (ii) furnish any non-public information regarding the Acquired Companies to any Third Party with respect to an Acquisition Proposal or Acquisition Inquiry; (iii) engage in or otherwise participate in any discussions or negotiations with any Third Party with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal or Acquisition Inquiry; (v) terminate, waive, amend, release or modify any provision of, grant permission under, or take any other action having a similar effect with respect to, any standstill, confidentiality or similar agreement to which any of the Company Parties or Parent Parties, as applicable, is a party, except to the extent necessary to allow the counterparty thereof to make a private Acquisition Proposal to the Company Board or the Parent Board, as applicable, in accordance with this Agreement; (vi) provide any further information with respect to itself, its Subsidiaries or any Acquisition Proposal (and shall turn off any data rooms maintained by the Company or Parent, as applicable), to any Third Party or its Representatives; (vii) approve or recommend an Acquisition Proposal or enter into any Alternative Acquisition Agreement; or (viii) resolve, propose or agree to do any of the foregoing; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, but subject to the Company’s compliance with the provisions of this Section 5.3, prior to obtaining the Company Shareholder Approval or the Parent Shareholder Approval, as applicable, the Company and its Representatives or Parent and its Representatives, as applicable, may engage in any such discussions or negotiations and provide any such information in response to an unsolicited bona fide written Acquisition Proposal made after the date of this Agreement (that did not result from a breach of this Section 5.3) if: (A) prior to such party providing any such non-public information to any Third Party or its Representatives in response to an Acquisition Proposal, such party receives from such Third Party (or there is then in effect with such party) an executed Acceptable Confidentiality Agreement, a copy of the executed Acceptable Confidentiality Agreement shall be provided to the other party promptly (and, in any event, within twenty-four (24) hours); and (B) the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with such party’s outside legal counsel and financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to lead to an Acquisition a Superior Proposal. Promptly (and, in any event, within twenty-four (ii24) furnish hours) with providing any non-public information regarding any of to such Third Party, the Acquired Companies Company or Parent, as applicable, shall make such non-public information available to any Person in connection with the other party (to the extent such non-public information has not been previously made available to such party). (b) If the Company or in response to Parent, as applicable, receives an Acquisition Proposal or an inquiry Acquisition Inquiry, then such party shall: (i) promptly (and in no event later than twenty-four (24) hours after receipt of such Acquisition Proposal or indication Acquisition Inquiry): (1) notify the other party in writing of interest that could reasonably be expected such Acquisition Proposal or Acquisition Inquiry; (2) identify the Third Party or group making such Acquisition Proposal or Acquisition Inquiry; (3) indicate the material terms and conditions of such Acquisition Proposal or Acquisition Inquiry, to lead the extent known, and (4) provide to an the other party copies of any such Acquisition Proposal, Proposal or Acquisition Inquiry made in writing and any proposed agreements related thereto; (ii) promptly (and in no event later than twenty-four (24) hours) notify the other party in writing if it enters into discussions or negotiations concerning any Acquisition Proposal or provides nonpublic information to any Third Party in each case in accordance with Section 5.3; and (iii) engage keep the other party reasonably informed, on a reasonably prompt basis, of any material change to the status and any change to the financial and other material terms of any and all Acquisition Proposals or Acquisition Inquiries it has received (including any amendments and updates thereto), including by providing a copy of all written proposals, offers, drafts of proposed agreements or correspondence relating thereto. Neither the Company or Parent nor any of their respective Subsidiaries shall, after the date of this Agreement, enter into any confidentiality or similar agreement that would prohibit it from providing such information to the other party. (c) Neither the Company Board (or any committee thereof) nor the Parent Board (or any committee thereof) shall, except as permitted by this Section 5.3: (i) withdraw, withhold, modify, amend or qualify, in discussions a manner adverse to the Parent Parties or negotiations with any Person with respect to the Company Parties, as applicable, the Company Board Recommendation or the Parent Board Recommendation, as applicable; (ii) adopt, endorse, approve, recommend or otherwise declare advisable any Acquisition Proposal; (iii) fail to include the Company Board Recommendation or the Parent Board Recommendation, as applicable, in the Joint Proxy Statement, (iv) approve, endorse or recommend if any Acquisition Proposal (other than an Acquisition Proposal in the circumstances described in clause “(v)” below) has been made public, fail to publicly affirm or reaffirm the Company Board Recommendation or the Parent Board Recommendation, as applicable, upon request of the other party within five (5) Business Days after the date an Acquisition Proposal shall have been publicly announced (or if the Company Shareholders Meeting or Parent Shareholders Meeting, as applicable, is scheduled to be held within five (5) Business Days from the date an Acquisition Proposal is publicly announced, promptly and in any event prior to the date on which the Company Shareholders Meeting or Parent Shareholders Meeting, as applicable, is scheduled to be held); provided that the other party may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case the other party may make such request once each time such material modification is made; (v) fail to publicly recommend against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D under the Exchange Act (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the Company’s shareholders) within ten (10) Business Days after the commencement of such tender or exchange offer; (vi) publicly propose or publicly announce an intention to take any of the foregoing actions (any action described in clause “(i)” through clause “(vi)” being referred to as a “Change in Recommendation”); or (vii) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, to enter into any letter of intent intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or similar document other Contract (other than an Acceptable Confidentiality Agreement entered into in compliance with Section 5.3(a)) contemplating an Acquisition Proposal or requiring the Company Parties or the Parent Parties, as applicable, to abandon, terminate or fail to consummate the Transactions (any Contract contemplating such agreement, an “Alternative Acquisition Agreement”), or otherwise relating resolve or agree to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposaldo so. (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Company Shareholder Approval, the Company Board may, and at any time prior to obtaining the Parent Shareholder Approval, the Parent Board may, as applicable, make a Change in Recommendation in response to an unsolicited written bona fide Acquisition Proposal and/or, in the case of the Company, terminate this Agreement pursuant to Section 7.1(h), if and only if: (A) such Acquisition Proposal is not withdrawn and the Company or Parent, as applicable, is not in breach of this Section 5.3; (B) the Company Board or the Parent Board, as applicable, determines in good faith after consultation with such party’s outside legal counsel and financial advisor, (1) that such Acquisition Proposal would, if this Agreement was not amended or an alternative transaction with the other party were not entered into, constitute a Superior Proposal and (2) that in light of such Acquisition Proposal, a failure to make a Change in Recommendation and/or, in the case of the Company, to cause the Company to terminate this Agreement pursuant to Section 7.1(h), absent revision to the terms of this Agreement as contemplated in clause “(D)” below, would be inconsistent with the Company Board’s fiduciary obligations to the Company’s shareholders or the Parent Board’s fiduciary obligations to Parent’s shareholders, as applicable, under applicable Law; (C) the Company or Parent, as applicable, delivers to the other party a written notice (a “Superior Proposal Notice”) that includes (1) a statement that the Company Board or the Parent Board, as applicable, intends to make a Change in Recommendation and/or, in the case of the Company, terminate this Agreement pursuant to Section 7.1(h) as described above, (2) the identity of the Third Party or group making the Acquisition Proposal and (3) all material terms and conditions of the Acquisition Proposal (including copies of all material documents, relevant proposed agreements, amendments and financing commitments, relating to the proposed Alternative Acquisition Agreement); (D) during the four (4) Business Day period commencing on the date of the other party’s receipt of such Superior Proposal Notice, the Company or Parent, as applicable, shall have made its Representatives reasonably available for the purpose of engaging in negotiations and shall have negotiated, and shall have caused its Representatives to negotiate, in good faith with the other party (to the extent the other party desires to negotiate) regarding a possible amendment of this Agreement or a possible alternative transaction so that the Acquisition Proposal that is the subject of the Superior Proposal Notice ceases to constitute a Superior Proposal; (E) after the expiration of the negotiation period described in clause “(D)” above, the Company Board or the Parent Board, as applicable, shall have determined in good faith, after consultation with its outside legal counsel and financial advisor, and after taking into account any amendments to this Agreement proposed in writing by the other party as a result of the negotiations contemplated by clause “(D)” above, that (1) such Acquisition Proposal continues to constitute a Superior Proposal, and (2) the failure to make a Change in Recommendation and/or, in the case of the Company, terminate this Agreement pursuant to Section 7.1(h), would be inconsistent with the Company Board’s fiduciary obligations to the Company’s shareholders or the Parent Board’s fiduciary obligations to Parent’s shareholders, as applicable, under applicable Law; and (F) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Acquisition Proposal, the Company or Parent, as applicable, shall, in each case, have delivered to the other party an additional notice consistent with that described in clause “(C)” above and a new notice period shall commence (except that the four (4) Business Day notice period referred to in clause “(D)” above shall instead be equal to the longer of (1) two (2) Business Days and (2) the period remaining under the notice period under clause “(D)” immediately prior to the delivery of such additional notice under this clause “(F)” during which time the Company or Parent, as applicable, shall be required to comply with the requirements of this Section 5.3 anew with respect to such additional notice). (e) Each of the Company and Parent agrees that all references to the Company or the Company Board or Parent or the Parent Board, as applicable, in this Section 5.3 shall include such party’s Representatives, all references to the Company and Parent in this Section 5.3, shall include the Company Board and the Parent Board, respectively, and any breach of this Section 5.3 by the Company Board or any Representatives of the Company or the Company Board or by the Parent Board or any Representatives of Parent or the Parent Board will be deemed to be a breach of this Agreement by the Company or Parent, as applicable. (f) Nothing contained in this Section 5.3 or elsewhere in this Agreement shall prohibit the Company, the Company Board or its Representatives or Parent, the Parent Board or its Representatives, as applicable, from: (i) taking and disclosing to the shareholders of the Company or Parent, as applicable, a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9(f) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder, provided that any such disclosure does not contain an express Change in Recommendation; (ii) disclosing to the Company’s shareholders or Parent’s shareholders, as applicable, any factual information regarding the business, financial condition or results of operations of the Company or Parent, as applicable, or the fact that an Acquisition Proposal has been made, the identity of the party making such Acquisition Proposal or the material terms of such Acquisition Proposal, in each case, that the Company Board or the Parent Board, as applicable, determines in good faith (after consultation with its outside legal counsel) is required under applicable Law (it being understood that disclosure under this clause (ii) shall not limit or otherwise affect the obligations of the Company or the Company Board or Parent or the Parent Board under this Agreement and no such disclosure shall, taken by itself, be deemed to be a Change in Recommendation); or (iii) communicating in writing with any Third Party (or the Representatives of such Person) that makes any Acquisition Proposal or Acquisition Inquiry to the extent necessary to direct such Third Party to the provisions of this Section 2.3 apply solely 5.3; provided, however, that (A) neither the Company Board nor the Parent Board shall make any Change in Recommendation except in accordance with Section 5.3(d) and (B) any such statement or disclosure made by the Company Board or the Parent Board pursuant to this sentence must be subject to the Stockholder when acting terms and conditions of this Agreement and that nothing in his the foregoing will be deemed to permit a Change in Recommendation except in accordance with Section 5.3. (g) Each party will, and shall cause each of its Subsidiaries and its and their officers, trustees and directors to, and shall direct its and their other Representatives to, immediately cease any solicitations, discussions, negotiations or its capacity as a Stockholder of the Company and not when acting or purporting communications with any Person that may be ongoing with respect to act as a Representative of the Company any Acquisition Proposal. (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (iih) none of the provisions For purposes of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking 5.3 and any other action whatsoever in his capacity as a director applicable terms of this Agreement, when the term Acceptable Confidentiality Agreement, Acquisition Proposal, Acquisition Inquiry or (B) who Superior Proposal is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance used with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.Parent, reference

No Solicitation. (a) Each Principal Stockholder shall nothereby acknowledges that he, she or it is aware of the covenants of the Company contained in Section 6.04 of the Merger Agreement and hereby agrees that he, she or it shall, and shall cause his, her or its Affiliates (other than representatives to, after the Company and Solicitation Period End Date, promptly cease any discussions or negotiations with any parties that may be ongoing as of such date with respect to an Acquisition Proposal. Each Principal Stockholder hereby further agrees that he, she or it shall not, nor shall he, she or it permit any of the Acquired Companies) and his, her or its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act representatives to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or providing access to the Company's or such Principal Stockholder's properties, encouragebooks, induce records or facilitate personnel, as applicable) any inquiries regarding, or the making, submission or announcement making of any Acquisition Proposal proposal or take any action offer that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides forconstitutes, or could reasonably be expected to materially facilitate or is designed to facilitatelead to, an Acquisition Proposal or (ii) have any discussions or participate in any negotiations regarding an Acquisition Proposal. (d) Notwithstanding anything , or execute or enter into any agreement, understanding or arrangement with respect to an Acquisition Proposal, except, in each case, to the contrary extent that the Company is permitted to engage in such solicitation, initiation, encouragement, discussions or negotiations pursuant to Section 6.04 of the Merger Agreement and except that (x) in connection with a termination of the Merger Agreement in accordance with its terms, each Principal Stockholder shall be entitled to enter into a voting agreement with the Person making an Acquisition Proposal and (y) nothing contained in this Agreement: (iSection 3.3(a) shall prohibit any Principal Stockholder from responding to an unsolicited proposal or inquiry solely by advising the provisions Person making such proposal or inquiry of the terms of this Section 2.3 apply solely 3.3(a); provided, that, to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood extent that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the informs such Principal Stockholder or any of its Representatives (A) who is a member of that the Board of Directors of the Company from exercising its fiduciary duties to or the Transaction Committee has determined that the Company by voting is entitled to engage in any such solicitation, initiation, encouragement, discussion or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants negotiation pursuant to Section 6.04 of the Merger Agreement, such Principal Stockholder may conclusively rely on such determination and shall not be held liable for breach under this Agreement if such determination is later determined to be incorrect or inconsistent with the terms of the Merger Agreement. Each Principal Stockholder shall advise Parent in respect writing of the receipt by such Principal Stockholder or any of his, her or its representatives of any Acquisition Proposal (in each case within 48 hours of receipt thereof), specifying the material terms and conditions thereof. Each Principal Stockholder shall serve as the basis promptly notify Parent in writing of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance any modifications to the Company in connection therewithfinancial or other material terms of such Acquisition Proposal not previously provided to Parent.

No Solicitation. (a) Stockholder TARGET shall not, nor shall it permit --------------- any of its Subsidiaries to, nor shall it authorize or permit any officer, director of employee of, or any investment banker, attorney or other advisor or representative of, TARGET or any of its Subsidiaries to, (i) solicit or initiate, or encourage the submission of, any Takeover Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that, subject to compliance with subsection (c) below and shall cause after receiving the written opinion of independent outside legal counsel to the effect that the failure to do so would constitute a breach by the TARGET Board of Directors of its Affiliates fiduciary duties to TARGET shareholders under applicable law, TARGET may, in response to an unsolicited Takeover Proposal that (other i) was not received in violation of this Section 7.8, (ii) is not subject to financing and (iii) the TARGET Board of Directors determines in good faith, after receipt of a written opinion of a financial advisor of nationally recognized reputation to such effect, would result in a transaction more favorable to TARGET shareholders than the Company Merger, (A) furnish information with respect to TARGET to any Person pursuant to a confidentiality agreement and (B) participate in negotiations regarding such Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the immediately preceding sentence by any executive officer of TARGET or any of the Acquired Companies) and its Representatives (Subsidiaries or any investment banker, attorney or other than Representatives advisor or representative of Stockholder who are are also Representatives TARGET or any of the Company and who act its Subsidiaries, whether or purport not such person is purporting to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder TARGET or any of its Representatives with respect Subsidiaries or otherwise, shall be deemed to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions a breach of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.7.8

No Solicitation. (a) Stockholder agrees that, during the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall not, directly or indirectly, and Stockholder shall cause its Affiliates (other than the Company and any of the Acquired Companies) and ensure that he, she or its Representatives (other than Representatives of Stockholder who are are also Representatives of as defined in the Company and who act Merger Agreement) do not, directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Company Acquisition Proposal (as defined in the Merger Agreement) or Parent Acquisition Proposal (as defined in the Merger Agreement) or take any action that could reasonably be expected to lead to an a Company Acquisition Proposal or Parent Acquisition Proposal, ; (ii) furnish any information regarding any of the Acquired Companies Company Entities or Parent Entities (as such terms are defined in the Merger Agreement) to any Person in connection with or in response to an a Company Acquisition Proposal or Parent Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an a Company Acquisition Proposal or Parent Acquisition Proposal, ; (iii) engage in discussions or negotiations with any Person with respect to any Company Acquisition Proposal or Parent Acquisition Proposal, ; (iv) approve, endorse or recommend any Company Acquisition Proposal or Parent Acquisition Proposal; or (v) enter into any letter of intent or similar document or any Contract (as defined in the Merger Agreement) contemplating or otherwise relating to any Company Acquisition Transaction. Transaction (bas defined in the Merger Agreement) or Parent Acquisition Transaction (as defined in the Merger Agreement). Stockholder shall immediately cease and cause to be terminated discontinue, and Stockholder shall ensure that he, she or its Representatives immediately cease and discontinue, any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract discussions with any Person that provides for, relate to any Company Acquisition Proposal or could reasonably be expected to materially facilitate or is designed to facilitate, an Parent Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the . Stockholder when acting does not make any agreement or understanding in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his her capacity as a director or (B) who officer. Stockholder is an officer executing this Agreement solely in his or employee of the Company from taking her capacity as a stockholder, and nothing herein shall limit or affect any action whatsoever in such capacity; and (iii) no action actions taken by Stockholder in his or her capacity as a director or officer of Parent or the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve Company, as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithapplicable.

No Solicitation. (a) Stockholder Harcourt General agrees that neither it nor any executive officer of Harcourt General named on Schedule 4.6 to this Agreement or any director of Harcourt General who is also an executive officer or director of Neiman Marcus (a "Shared Representative") shall not, and shall cause its Affiliates (other than the Company and solicit any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act offers or purport to act on behalf of the Company) not to, proposals regarding (i) solicitany merger, initiatereorganization, encourageshare exchange, induce consolidation, business combination, recapitalization, liquidation, dissolution or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposalsimilar transaction involving Neiman Marcus, (ii) furnish any information regarding any purchase or sale of all or substantially all of the Acquired Companies to any Person in connection with assets of Neiman Marcus or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage any issuance or other sale or transfer of any equity interest in discussions or negotiations with any Person with respect to any Acquisition Neiman Marcus held by Harcourt General (collectively, a "Transaction Proposal, "). The obligations set forth in clauses (ivi) approve, endorse or recommend any Acquisition Proposal or and (vii) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthis Section 4.6(a) shall terminate on the date that is two years following the Distribution Date and the obligations set forth in clause (iii) of this Section 4.6(a) shall terminate on the Distribution Date. (b) Stockholder Upon receipt of an unsolicited Transaction Proposal, Harcourt General or any Shared Representative, as the case may be, shall, in Harcourt General's sole discretion, either (i) promptly reject such Transaction Proposal, subject to the fiduciary obligations of any Shared Representative to Neiman Marcus or its stockholders or to such Shared Representative's obligations as an executive officer of Neiman Marcus, or (ii) refer such Transaction Proposal to Walt▇▇ ▇. ▇▇▇▇▇▇ ▇▇ another Independent Director and to the Person designated pursuant to Section 5.5 to receive copies of any notices delivered to Neiman Marcus and the Independent Directors of Neiman Marcus. In the event that the Independent Directors determine that such Transaction Proposal should be discussed further with the party making such Transaction Proposal, the Independent Directors shall immediately cease and cause to be terminated any existing (as notify Harcourt General in writing, signed by a majority of the date Independent Directors of Neiman Marcus. Harcourt General and the Shared Representatives shall be permitted to take such steps as they deem appropriate, in their good faith judgment, in connection with such Transaction Proposal without being deemed to violate this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore Section 4.6. The sole remedy for breach by Stockholder Harcourt General or any of its the Shared Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to 4.6 shall be the Stockholder when acting in his or its capacity as a Stockholder elimination of the Company and not when acting or purporting indemnity obligation of Neiman Marcus set forth in Section 2.4(c), as provided in the last sentence of Section 2.4(c), except as provided in the proviso to act as a Representative such last sentence of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement2.4(c); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder shall not, Each of Parent and shall cause its Affiliates (other than the Company and agrees that, during the Pre-Closing Period, neither it nor any of the Acquired Companies) and its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition ProposalProposal or Acquisition Inquiry, (ii) furnish any non-public information regarding any of the Acquired Companies such party to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalInquiry, (iii) engage in discussions (other than to inform any Person of the existence of the provisions of this Section 6.4) or negotiations with any Person with respect to any Acquisition ProposalProposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal or (subject to Section 6.7 and Section 6.8), (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction, (vi) take any action that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry or (vii) publicly propose to do any of the following; provided, however, that, notwithstanding anything contained in this Section 6.4 and subject to compliance with this Section 6.4, prior to the approval of this Agreement by a party’s stockholders (i.e., the Company Stockholder Approval, in the case of the Company and its Subsidiaries, or the Parent Stockholder Approval in the case of Parent), such party may furnish non-public information regarding such party and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal by such Person which such party’s board of directors determines in good faith, after consultation with such party’s financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither such party nor any Representative of such party shall have breached this Section 6.4 in any material respect to such Acquisition Proposal, (B) the board of directors of such party concludes in good faith based on the advice of outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the board of directors’ fiduciary duties under applicable Law, (C) as promptly as reasonably practicable prior to initially furnishing any such nonpublic information to, or entering into discussions with, such Person, such party gives the other party written notice of the identity of such Person and of such party’s intention to enter into discussions with, such Person, (D) such party receives from such Person an executed Acceptable Confidentiality Agreement and (E) as promptly as reasonably practicable prior to furnishing any such nonpublic information to such Person, such party furnishes such nonpublic information to the other party (to the extent such information has not been previously furnished by such party to the other party). Without limiting the generality of the foregoing, each party acknowledges and agrees that, in the event any Representative of such party takes any action that, if taken by such party, would constitute a breach of this Section 6.4 by such party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 6.4 by such party for purposes of this Agreement. (b) Stockholder If any party or any Representative of such party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such party shall promptly (and in no event less than twenty-four (24) hours after such party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other party orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof). Such party shall keep the other party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification thereto. (c) Each party shall immediately cease and cause to be terminated any existing (discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry that has not already been terminated as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder 6.10.1. LNB Bancorp shall not, and shall cause its Affiliates the LNB Bancorp Subsidiaries and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents (other than collectively, the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company“LNB Bancorp Representatives”) not to, directly or indirectly, (i) solicit, initiate, encouragesolicit, induce or facilitate the makingknowingly encourage, submission or announcement of any Acquisition Proposal or take any action that to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than Northwest Bancshares) any information or data with respect to LNB Bancorp or any of the LNB Bancorp Subsidiaries or otherwise relating to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, ; (iii) engage in discussions or negotiations with release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which LNB Bancorp is a party; or (iv) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal, (iv) approve, endorse Proposal or recommend approve or resolve to approve any Acquisition Proposal or (v) enter into any agreement, agreement in principle or letter of intent or similar document relating to an Acquisition Proposal. Any violation of the foregoing restrictions by LNB Bancorp or any Contract contemplating LNB Bancorp Representative, whether or otherwise relating not such Representative is so authorized and whether or not such LNB Bancorp Representative is purporting to any Acquisition Transaction. (b) Stockholder act on behalf of LNB Bancorp or otherwise, shall be deemed to be a breach of this Agreement by LNB Bancorp. LNB Bancorp and LNB Bancorp Subsidiaries shall, and shall cause each of the LNB Bancorp Representatives to, immediately cease and cause to be terminated any and all existing (as of the date of this Agreement) solicitationdiscussions, initiationnegotiations, encouragement, activity, discussion or negotiation and communications with any parties conducted heretofore by Stockholder or any of its Representatives Persons with respect to any existing or potential Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Each Stockholder shall agrees that it will not, and shall will cause each of its Controlled Affiliates and each partner, officer, director, employee, agent or representative (including any investment banker, financial advisor, attorney, accountant or other than the Company and retained representative) of such Stockholder or any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) Controlled Affiliates not to, directly or indirectly (i) solicit, initiate, encourage, induce initiate or knowingly encourage or facilitate the making, submission or announcement (including by way of any Acquisition Proposal furnishing information) or take any other action that could reasonably be expected designed to lead to an facilitate any Acquisition Proposal, (ii) furnish participate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposalregarding an Alternative Transaction, (iv) approve, endorse or recommend any Acquisition Proposal or (viii) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition agreement regarding an Alternative Transaction. (b) Each Stockholder agrees that it will notify Parent promptly (but in no event later than 24 hours) after its receipt of any Acquisition Proposal, or any material modification of or material amendment to any Acquisition Proposal, or any request received by it for nonpublic information relating to the Company or any Company Subsidiaries by any Person that informs such Stockholder or any of its Controlled Affiliates that it is considering making, has made or is considering making, an Acquisition Proposal. Such notice to Parent will be made orally and in writing, and will indicate the identity of the Person making, intending to make or considering making an Acquisition Proposal or requesting non-public information, and the material terms of any such Acquisition Proposal or modification or amendment to an Acquisition Proposal. Each Stockholder agrees that it will keep Parent informed, on a reasonably current basis, of any material changes in the status and any material changes or modifications in the terms of any such Acquisition Proposal, indication or request. Notwithstanding the foregoing, the Stockholders shall not be required to provide notice to Parent if notice of the relevant Acquisition Proposal has or is to be provided by the Company. (c) Each Stockholder agrees that it will, and will cause each of its Controlled Affiliates to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (as other than Parent) conducted heretofore with respect to any of the date foregoing. (d) Each Stockholder agrees that it will ensure that the partners, officers, directors and all employees, agents and representatives (including any investment bankers, financial advisors, attorneys, accountants or other retained representatives) of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by such Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to Controlled Affiliates are aware of the contrary contained restrictions described in this Agreement: (i) Section 2.4 as reasonably necessary to avoid violations thereof. It is understood that any violation of the provisions of restrictions set forth in this Section 2.3 apply solely to the Stockholder when acting in his 2.4 by any officer, director, employee, agent or its capacity as a Stockholder representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the such Stockholder or any of its Representatives Controlled Affiliates, at the direction or with the consent of such Stockholder or any of its Controlled Affiliates, will be deemed to be a breach of this Section 2.4 by such Stockholder. (Ae) Nothing in this Agreement will be deemed to require any Stockholder or representative of any Stockholder who is also a member of the Company Board of Directors of the Company from exercising its fiduciary duties to the Company by voting take any action or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company refrain from taking any action whatsoever in his or her capacity as a member of the Company Board to the extent such action is permitted by the Merger Agreement. (f) The provisions of this Section 2.4 will remain in effect only during the Support Period and nothing herein will prevent the Stockholders from participating in discussions or furnishing information with respect to an Alternative Proposal or Alternative Transaction if the Company would be permitted to participate in such capacity; and (iii) no action taken by the Company in compliance with the covenants discussions or furnish such information pursuant to Section 6.12 of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. (a) Each Stockholder shall notwill immediately cease, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and will instruct its Representatives (other than Representatives of Stockholder who are are also Representatives of the to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to any Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action proposal that could would reasonably be expected to lead to an a Company Acquisition Proposal. Each Stockholder agrees that, from and after the date hereof and until the Voting Covenant Expiration Date, such Stockholder shall not, directly or indirectly, nor shall it authorize or permit any of its Representatives to, directly or indirectly, (ii1) furnish solicit, initiate or knowingly encourage or knowingly induce (including by way of furnishing information), or take any information regarding other action designed to knowingly facilitate, any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication the making of interest that could any proposal which constitutes, or would be reasonably be expected to lead to, a Company Acquisition Proposal (provided that such Stockholder and its Representatives may refer the Person making such proposal or offer to an Acquisition Proposal, the provisions of this Section 3.3 or the provisions in Section 4.2 and Section 4.5 of the Merger Agreement) or (iii2) engage in any discussions or negotiations with regarding any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Company Acquisition Proposal (provided that such Stockholder and its Representatives may refer the Person making such proposal or (v) enter into any letter offer to the provisions of intent this Section 3.3 or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease the provisions in Section 4.2 and cause to be terminated any existing (as Section 4.5 of the date Merger Agreement). Each Stockholder acknowledges and agrees that, in the event any Representative of such Stockholder (acting in its capacity as such) takes any action that if taken by such Stockholder would be a breach of this AgreementSection 3.3, the taking of such action by such Representative will be deemed to constitute a breach of this Agreement (including this Section 3.3) solicitationby such Stockholder. Notwithstanding anything to the contrary in this Section 3.3, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by each Stockholder and its Representatives may engage in such activities at such times and to the extent that the Company or any of its Representatives with respect is permitted to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything engage in such activities pursuant to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 terms of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the but only if such Stockholder or any of and its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance comply with the covenants terms of the Merger Agreement in respect of any Acquisition Proposal shall serve as if it were the basis of a claim that the Stockholder is in breach Company or one of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithRepresentatives.

No Solicitation. (a) Immediately upon execution of this Agreement, the Stockholders shall (and shall use reasonable efforts to cause the Company and its officers, directors, employees, investment bankers, attorneys and other agents or representatives to) cease all discussions, negotiations, responses to inquiries and other communications with all third parties who, prior to the date hereof, may have expressed or otherwise indicated any interest in pursuing an Acquisition Proposal with the Company. (b) Prior to termination of this Agreement pursuant to Section 7 hereof, each Stockholder shall hereby covenants and agrees that he or she will not, and each Stockholder shall use reasonable efforts to cause its Affiliates (other than the Company and any of the Acquired Companies) its officers, directors, employees, investment bankers, attorneys and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act agents or purport to act on behalf of the Company) representatives not to, directly or indirectly, (i) solicit, initiate, solicit or encourage, induce directly or facilitate indirectly, any inquiries or the making, submission or announcement making of any Acquisition Proposal or take any action proposal that could reasonably be expected to lead to constitutes an Acquisition Proposal, (ii) except as permitted below, engage or participate in negotiations or discussions with, or furnish any information regarding or data to, or take any of the Acquired Companies to other action to, facilitate any Person in connection with inquiries or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead making any proposal by, any third party relating to an Acquisition Proposal, or (iii) engage in discussions or negotiations with except as permitted below, enter into any Person agreement with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, approve an Acquisition Proposal. (d) . Notwithstanding anything to the contrary contained in this Agreement: Section 3 (i) the provisions of this or in Section 2.3 apply solely to the Stockholder when acting in his 5.6 or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 any other provision of the Merger Agreement); , prior to the Company Stockholders Meeting, the Company and its Board of Directors (iithe "COMPANY BOARD") none may participate in discussions or negotiations with or furnish information to any third party making an unsolicited Acquisition Proposal (a "POTENTIAL ACQUIROR") or approve or recommend an unsolicited Acquisition Proposal if both (A) a majority of the provisions directors of the Company Board, without including directors who may be considered Affiliates (as defined in Rule 405 under the Securities Act), of any person making an Acquisition Proposal ("DISINTERESTED DIRECTORS") determines in good faith, after receiving advice from its independent financial advisor, that a Potential Acquiror has submitted to the Company an Acquisition Proposal that is a Superior Proposal (as hereinafter defined), and (B) a majority of the disinterested directors of the Company Board determines in good faith, after receiving advice from reputable outside legal counsel experienced in such matters (and the parties hereto agree that the law firm of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ is so experienced), that the failure to participate in such discussions or negotiations or to furnish such information or to approve or recommend such unsolicited Acquisition Proposal is inconsistent with the Company Board's fiduciary duties under applicable law. In the event that any Stockholder shall receive any Acquisition Proposal, he or she shall promptly (and in no event later than 24 hours after receipt thereof) furnish to Buyer the identity of the Potential Acquiror, the terms of such Acquisition Proposal, copies of all information requested by the Potential Acquiror, and shall further promptly inform Buyer in writing as to the fact such information is to be provided after compliance with the terms of the preceding sentence. Without limiting the foregoing, each of the Stockholders understands and agrees that any violation of the restrictions set forth in this Section 2.3 shall be construed 3 by any Stockholder, whether or not such Stockholder is purporting to prohibit, limit or restrict act on behalf of the Stockholder Company or any of its Representatives (ASubsidiaries or otherwise, shall be deemed to be a breach of Section 5.6(b) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement sufficient to enable Buyer to terminate the Merger Agreement pursuant to Section 7.1(d)(i) thereof. (c) For the purposes of this Agreement, "ACQUISITION PROPOSAL" shall mean any proposal, whether in respect writing or otherwise, made by any person other than Buyer and its Subsidiaries to acquire "beneficial ownership" (as defined under Rule 13(d) of the Exchange Act) of 20% or more of the assets of, or 20% or more of the outstanding capital stock of any Acquisition Proposal shall serve as of the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder Company or its Representatives have provided advice Subsidiaries pursuant to a merger, consolidation, exchange of shares or assistance to other business combination, sale of shares of capital stock, sales of assets, tender offer or exchange offer or similar transaction involving the Company in connection therewithor its Subsidiaries.

No Solicitation. (a) Stockholder shall notThe Company agrees that neither it nor any of its officers and managers shall, and that it shall use its reasonable best efforts to cause its Affiliates employees, agents and representatives (other than the Company including any investment banker, attorney or accountant retained by it) not to (and shall not authorize any of the Acquired Companiesthem to) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directly or purport to act on behalf of the Company) not to, indirectly: (i) solicit, initiate, encourage, knowingly facilitate or induce any inquiry with respect to, or facilitate the making, submission or announcement of of, any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection person any nonpublic information with respect to, or in response take any other action to an Acquisition Proposal facilitate any inquiries or an inquiry the making of any proposal that constitutes or indication of interest that could may reasonably be expected to lead to an to, any Acquisition Proposal, (iii) engage in discussions or negotiations with any Person person with respect to any Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal or Proposal, (v) enter into any letter of intent or similar document or any Contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction. Proposal or transaction contemplated thereby, or (bvi) Stockholder shall without limiting the generality of the Company’s obligations contained in Section 4.1(s), grant any waiver or release under any standstill or similar agreement with respect to any equity interests of the Company. The Company will immediately cease any and cause to be terminated any all existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any third parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into . Notwithstanding any Contract with any Person that provides forother provision in this Section 4.2(a), or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything prior to the contrary contained in this Agreement: (i) Company Members’ Meeting, and subject to compliance with the provisions other terms of this Section 2.3 apply solely 4.2 and to first entering into a confidentiality agreement having provisions that are no less favorable to Company than those contained in the Stockholder when acting in his or its capacity as a Stockholder Confidentiality Agreement, the Board of Managers of the Company shall be permitted to engage in discussions or negotiations with, or provide any nonpublic information or data to (provided that such information or data also is simultaneously given to Parent to the extent not previously given to Parent), any Person in response to an unsolicited bona fide written proposal for an Acquisition Proposal by such Person first made after the date hereof which the Board of Managers of Company concludes in good faith (after consultation with its financial advisor and not when acting outside legal counsel) constitutes or purporting is reasonably likely to act as constitute a Representative of Superior Proposal, if and only to the Company (it being understood extent that the Board of Managers of Company has separate reasonably determines in good faith (after consultation with outside legal counsel) that failure to do so would be inconsistent with its fiduciary duties under applicable law; provided, that Company and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of Managers shall have given Parent (orally and in writing) at least 48 hours prior notice of its intent to do so before taking any such action; provided, further, that the Company from exercising its fiduciary duties and the Board of Managers shall keep Parent informed of the status and terms of any such proposals, offers, discussions or negotiations on a current basis; provided, further, that the Board of Managers shall not recommend any Superior Proposal to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee members of the Company from taking any action whatsoever Stock except as permitted under Section 5.2, and only after the Company shall first have complied with the procedures set forth in such capacity; Section. For purposes of this Agreement, “Superior Proposal” shall mean a bona fide, unsolicited written proposal for an Acquisition Proposal that did not arise from a breach of Section 4.2 (substituting for this purpose 80% for each reference to 10% in the definition of Acquisition Proposal) that the Board of Managers concludes in good faith, after consultation with its financial advisor and its outside legal counsel, taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal as permitted under applicable law (i) is more favorable to the Company’s members from a financial point of view, than the transactions contemplated by this Agreement and (iiiii) no action taken by is fully financed and reasonably likely to receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed on the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.terms

No Solicitation. (a) Stockholder The Company shall not, and shall cause each of its Affiliates (other than the Company Subsidiaries and any of the Acquired Companies) each officer and its Representatives (other than Representatives of Stockholder who are are also Representatives director of the Company or of any of its Subsidiaries not to, and who act or purport shall use commercially reasonable efforts to act on behalf cause any other Representative of the Company) Company or any of its Subsidiaries not to, directly or indirectly, (i) solicit, initiate, encourage, induce initiate or knowingly take any action to facilitate or encourage the making, submission of or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) participate or engage in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection Third Party any non-public information with respect to, or in response knowingly take any action to an Acquisition Proposal facilitate any inquiries or an inquiry the making of any proposal that constitutes, or indication of interest that could would reasonably be expected to lead to an Acquisition Proposalto, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (viii) enter into release any letter of intent (A) Third Party from any standstill agreement or similar document (B) Third Party that would reasonably be expected to make an Acquisition Proposal from any confidentiality agreement to which the Company is a party, or fail to reasonably enforce or grant any Contract contemplating material waiver, request or otherwise relating consent to any Acquisition Transaction. (b) Stockholder Proposal under, any such agreement. The Company shall, and shall cause each Subsidiary of the Company and the Company’s and each such Subsidiary’s respective Representatives to, immediately cease and cause to be terminated terminate any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with heretofore conducted by the Company, any parties conducted heretofore by Stockholder Subsidiary of the Company or any of its their respective Representatives with respect to any Acquisition Proposal. The Company shall promptly after the date of this Agreement instruct each Third Party which has heretofore executed a confidentiality agreement relating to any Acquisition Proposal with or for the benefit of the Company to promptly return or destroy all information, documents and materials relating to an Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such Third Party or any of its Representatives in accordance with the terms of any confidentiality agreement with such Third Party. It is understood that any violation of the restrictions of this Section 5.3(a) by any Representative of the Company or any Subsidiary of the Company shall be deemed a breach of this Section 5.3(a) by the Company. (b) Notwithstanding the restrictions set forth in Section 5.3(a), if, prior to the receipt of the Requisite Stockholder Approval, in response to an unsolicited written Acquisition Proposal received after the date of this Agreement from a Third Party that has not resulted from a material breach or violation of Section 5.3(a) and that the Company Board in good faith determines (after consultation with its financial advisor and outside legal counsel) is, or would reasonably be expected to result in or lead to, a Superior Proposal and that the failure to take such action would reasonably be expected to result in a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable Law, the Company and its Representatives may, subject to the Company giving Parent at least twenty-four hours prior written notice (which notice shall contain the identity of the Third Party making such Acquisition Proposal, a copy of the Acquisition Proposal if it is in writing or otherwise a description of the material terms and conditions pertinent thereto and a statement to the effect that the Company Board has made the determination required by this Section 5.3(b) in respect thereof and the Company intends to furnish non-public information to, or enter into discussions or negotiations with, such Third Party making such Acquisition Proposal), (i) furnish information with respect to the Company and each Subsidiary of the Company to the Third Party making such Acquisition Proposal and its Representatives pursuant to a confidentiality agreement containing terms no less favorable to the Company than the terms of the Confidentiality Agreement (except that such confidentiality agreement (A) shall contain additional provisions that expressly permit the Company to comply with the provisions of this Section 5.3 and (B) need not contain the “standstill” provision set forth in Section 16 of the Confidentiality Agreement), and (ii) engage in such negotiations or discussions with the Third Party that made such Acquisition Proposal as the Company Board shall determine. To the extent any information furnished to a Third Party pursuant to this Section 5.3(b) was not previously furnished or made available to Parent, the Company shall furnish or make available a copy of such information to Parent promptly and in any event within twenty-four hours from the time such information is furnished to the Third Party. The Company shall provide Parent with a correct and complete copy of any confidentiality agreement entered into pursuant to this paragraph within twenty-four hours of the execution thereof. (c) Stockholder Except as otherwise permitted by Section 5.3(d) or Section 5.3(e), neither the Company Board nor any committee thereof shall not (i) fail to make the Company Board Recommendation to holders of Company Common Stock, (ii) withdraw, qualify, modify, change or amend (or propose publicly to withdraw, qualify, modify, change or amend) in any manner adverse to Parent or Merger Sub, the Company Board Recommendation or (iii) approve or recommend or propose publicly to approve or recommend, any Acquisition Proposal (it being understood that, only with respect to a tender offer or exchange offer, taking a neutral position or no position (other than in a communication made in compliance with Rule 14d-9(f) promulgated under the Exchange Act) with respect to any Acquisition Proposal shall be considered a breach of this clause (iii)), (any of the foregoing in clause (i), (ii) or (iii), a “Company Board Recommendation Change”) or (iv) authorize the Company to, and the Company shall not, enter into any Contract agreement, agreement-in-principle, memorandum of understanding or letter of intent with any Person that provides forrespect to, or could reasonably be expected accept, any Acquisition Proposal (other than a confidentiality agreement pursuant to materially facilitate or is designed to facilitate, an Acquisition Proposaland in accordance with Section 5.3(b)). (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely 5.3, at any time prior to the Requisite Stockholder when acting Approval, if the Company Board has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal, the Company Board may make a Company Board Recommendation Change if prior to the Company Board taking any such action: (i) the Company Board in his or good faith determines (after consultation with its capacity as outside legal counsel) that the failure to take such action would reasonably be expected to result in a Stockholder breach of the fiduciary duties of the Company Board under applicable Law; (ii) the Company shall have (A) provided to Parent a written notice, which notice shall (x) state that the Company has received an Acquisition Proposal which the Company Board has determined is a Superior Proposal and not when acting that the Company Board intends to take such action and the manner in which it intends or purporting may intend to act as a Representative do so and (y) include the identity of the Third Party making such Superior Proposal, the most current written draft agreement relating to the transaction that constitutes such Superior Proposal and all related transaction agreements to which the Company would be a party, and (B) given such notice to Parent at least four Business Days prior to taking any such action (it being understood that any material amendment to the terms of such Superior Proposal shall require a new notice and a new four Business Day period) and given Parent during such four Business Day period the opportunity to meet or negotiate with the Company has separate Board and independent obligations its outside legal counsel, as would permit the Company not to effect a Company Board Recommendation Change or take such action pursuant to Section 7.1(d)(i) in response to such a Superior Proposal; (iii) if Parent shall have delivered to the Company, within four Business Days after receipt by Parent of such notice, a written proposal capable of being accepted to amend the terms contemplated by this Agreement, the Company Board shall have in good faith determined (after consultation with outside legal counsel), after considering the terms of such proposal by Parent, that the failure to make a Company Board Recommendation Change would reasonably be expected to result in a breach of its fiduciary duties under applicable Law; and (iv) the Company concurrently terminates this Agreement pursuant to Section 7.1(d)(i) and Merger Sub in respect enters into a binding written agreement concerning a transaction that constituted such Superior Proposal. (e) The Company Board may also make a Company Board Recommendation Change at any time prior to the receipt of the solicitation Requisite Stockholder Approval in the absence of a Superior Proposal if a material fact, event, change, development or set of circumstances that was not known by the Company Board as of or at any time prior to the date of this Agreement (and not relating in any way to any Acquisition Proposals under Section 4.3 Proposal) (such material fact, event, change, development or set of circumstances, an “Intervening Event”) shall have occurred and be continuing and prior to effecting such Company Board Recommendation Change: (i) the Company Board in good faith determines (after consultation with its outside legal counsel) that, in light of such Intervening Event, the failure to take such action would reasonably be expected to result in a breach of the Merger Agreement); fiduciary duties of the Company Board under applicable Law; (ii) none of the provisions of this Section 2.3 Company Board shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives have (A) who is provided to Parent a member written notice, which notice shall (x) state that an Intervening Event has occurred and that the Company Board intends to take such action and (y) describe the Intervening Event in reasonable detail and (B) given such notice to Parent at least four Business Days prior to taking any such action and given Parent during such four Business Day period the opportunity to meet or negotiate with the Company Board and its outside legal counsel as would permit the Company not to effect a Company Board Recommendation Change; and (iii) if Parent shall have delivered to the Company a written proposal capable of being accepted to amend the terms contemplated by this Agreement, within four Business Days after receipt of such notice, the Company Board shall have in good faith determined (after consultation with outside legal counsel), after considering the terms of Directors such proposal by Parent, that the failure to effect a Company Board Recommendation Change would reasonably be expected to result in a breach of its fiduciary duties under applicable Law. (f) Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from (i) taking and disclosing to the holders of Company Common Stock a position with respect to a tender or exchange offer by a Third Party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act and (ii) making any disclosure to the holders of Company Common Stock if the Company Board in good faith determines (after consultation with its outside legal counsel) that the failure to make such disclosure would reasonably be expected to be a breach of its fiduciary duties under applicable Law; provided, however, that in no event shall this Section 5.3(f) affect the obligations of the Company from exercising its fiduciary duties set forth in Section 5.3. (g) In addition to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee obligations of the Company from taking set forth in this Section 5.3, the Company shall promptly, and in any action whatsoever case within twenty-four hours of its receipt, advise Parent orally and in writing of any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such capacity; request, Acquisition Proposal or inquiry, including the identity of the Third Party or group making any such Acquisition Proposal and a copy of all written materials provided in connection with such Acquisition Proposal. The Company shall keep Parent informed on a reasonably current basis of the status and material terms and conditions (iiiincluding all amendments or proposed amendments) no action taken of any such Acquisition Proposal or inquiry and shall promptly provide to Parent a copy of all written materials subsequently provided to or by the Company in compliance connection with the covenants of the Merger Agreement in respect of any such Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithProposal.

No Solicitation. The Stockholder (ain its capacity as a stockholder of the Company) Stockholder shall not, and shall cause its controlled Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) their respective representatives not to, directly or indirectly, (ia) solicit, initiate, encourage, induce initiate or facilitate knowingly encourage the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition ProposalInquiry, (iib) furnish any non-public information regarding any of the Acquired Companies Company to any Person in connection with for the purpose of encouraging, or in response to to, an Acquisition Proposal or an inquiry Acquisition Inquiry, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiic) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Inquiry. The Stockholder shall, and shall direct its controlled Affiliates and its and their respective representatives to, immediately cease and cause to be terminated any existing (solicitation of, or discussions or negotiations with, any Third Party relating to any Acquisition Proposal or Acquisition Inquiry, in each case except as expressly permitted by Section 2.3 and Section 6.2 of the date Merger Agreement and subject to the covenants, restrictions and obligations set forth therein. It is understood that this Agreement limits the rights of the Stockholder only to the extent that the Stockholder is acting in such capacity, and nothing herein shall be construed as limiting or restricting the Stockholder in its capacity as a director or officer of the Company or any designee of the Stockholder who is a director or officer of the Company from acting in such capacity or voting in such Person’s sole discretion on any matter, including complying with or exercising the Stockholder’s (or such designee of the Stockholder’s who is a director or officer of the Company) fiduciary duties as a member of the Company Board. No action taken solely in the Stockholder’s capacity as a director or officer of the Company shall be deemed to constitute a breach of this Agreement) solicitation; it being further understood that, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding notwithstanding anything to the contrary contained provided in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is Affiliates or representatives may participate in any discussions or negotiations with respect to a member of possible tender and support, voting or similar agreement in connection with an Acquisition Proposal in the Board of Directors of event that the Company from exercising its fiduciary duties is permitted to engage in discussions or negotiations with respect to such Acquisition Proposal under the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants terms of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAgreement.

No Solicitation. (a) Stockholder The Company shall notnot directly or indirectly, and shall cause its Affiliates (other than the Company and not authorize or permit any Acquired Corporation or any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not their representatives directly or indirectly to, (i) solicit, initiate, encourage, encourage or induce the making or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding the Company or any of the other Acquired Companies Corporation to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, ; (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Proposal; PROVIDED, HOWEVER, that prior to the adoption and approval of this Agreement by the Required Stockholder Vote, neither the Company nor any of its agents or representatives shall be prohibited by this Section 4.2(a) from furnishing nonpublic information regarding the Company to, or entering into discussions or negotiations with, or accepting or recommending an Acquisition Proposal from, or entering into definitive agreements relating to an alternative Acquisition Proposal with, any Person in response to a Superior Proposal that is submitted by such Person (band not withdrawn) Stockholder if (A) neither the Company nor any representative of any of the Company or any other Acquired Corporation shall have violated any of the restrictions set forth in Section 4.2(a), (B) the Board of Directors of the Company concludes in good faith, after consulting with its outside legal counsel, that the failure to take such action would be reasonably likely to constitute a breach of the Company's Board of Directors' fiduciary obligations to the Company's stockholders under applicable law and (C) prior to or contemporaneously with furnishing any such nonpublic information to such Person, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished by the Company to Parent). The Company will immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any third parties conducted heretofore by Stockholder or any of its Representatives with respect relating to any Acquisition ProposalProposals. (b) The Company shall promptly advise Parent orally and in writing of any Acquisition Proposal (including the material terms thereof) that is made or submitted by any Person during the Pre-Closing Period. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything Subject to the contrary terms and conditions set forth in Section 7 below, nothing contained in this Agreement: (i) Section 4.2 or elsewhere in this Agreement shall prohibit the provisions of this Section 2.3 apply solely to the Stockholder when acting in his Company or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors from complying with Rule 14d-9 or Rule 14e-2 under the Exchange Act, if applicable, or from making any disclosure to the Company's stockholders which, in the reasonable judgment of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who Company's Board of Directors, is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations required under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithapplicable law.

No Solicitation. (a) Stockholder Shareholder agrees that, during the Effective Period, Shareholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directly or purport to act on behalf of the Company) not to, indirectly,: (i) solicit, initiate, encourage, induce knowingly facilitate or facilitate knowingly encourage the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, Inquiry; (ii) furnish any nonpublic information regarding any of the Acquired Companies Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, Proposal or Acquisition Inquiry (other than to indicate to such Person that the Shareholder is subject to the restrictions set forth in this Section 7); (iv) approve, endorse endorse, or recommend any Acquisition Proposal or Acquisition Inquiry; or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder . Shareholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract discussions with any Person that provides forrelate to any Acquisition Proposal or Acquisition Inquiry. Notwithstanding the foregoing, at any time following: (A) the time on the date of any change described in clauses “(A)” through “(F)” of Section 1.2(c) of the Master Agreement, in each case that is not consented to in writing by Shareholder in Shareholder’s sole discretion; (B) the modification or could reasonably termination for any reason of the Interpark Agreement to Tender; or (C) the withdrawal or modification of the Company Board Recommendation in response to a Superior Offer or the recommendation of a Superior Offer to the Company’s shareholders, the Shareholder shall be expected permitted to materially facilitate or is designed engage in discussions and negotiations with any Person with respect to facilitate, the Shareholder’s willingness to enter into an Acquisition Proposal. (d) agreement with respect to the Superior Offer similar to this Agreement. Notwithstanding anything to the contrary contained in this Agreement: (i) Section 7, in the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood event that the Company has separate is permitted to engage in discussions and independent obligations negotiations with a third party relating to Parent and Merger Sub in respect an Acquisition Proposal pursuant to Section 4.3(b)(ii) of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Master Agreement); (ii) none of the provisions of this Section 2.3 , Shareholder and Shareholder’s Representatives shall be construed permitted to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties engage in discussions and negotiations with such third party relating to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithProposal.

No Solicitation. (a) Stockholder From and after the date of this Agreement until the earlier of the Effective Time or termination of this Agreement pursuant to Section 7, Target and each Target Subsidiary shall not, and shall cause its Affiliates (other than the Company and not permit any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directors, officers, employees or purport to act on behalf of the Company) not agents to, directly or indirectly: (i) solicit, initiate, encourage, knowingly encourage or induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Target Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection person any nonpublic information with respect to, or in response take any other action to an Acquisition Proposal knowingly facilitate any inquiries or an inquiry the making of any proposal that constitutes or indication of interest that could may reasonably be expected to lead to an to, any Target Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Target Acquisition Proposal Proposal, or (viv) enter into any letter of intent or similar document or any Contract contract agreement or commitment contemplating or otherwise relating to any Target Acquisition Transaction (as defined below); provided, however, that prior to the adoption of this Agreement by the required vote of Target's stockholders, nothing in this Section 5.7(a) or elsewhere in this Agreement shall prohibit Target or any of the Target Subsidiaries' officers, directors, employees or agents from furnishing nonpublic information regarding Target and the Target Subsidiaries to, entering into a confidentiality agreement with or entering into discussions or negotiations with, any person in response to a Target Superior Offer, but only if (A) neither Target nor any representative of Target or a Target Subsidiary shall have violated any of the restrictions set forth in this Section 5.7(a) in a manner which resulted in the making, submission or announcement of the Target Superior Offer, (B) prior to furnishing any such nonpublic information to such person, Target and the Target Board of Directors gives Acquiror notice of Target's intention to furnish nonpublic information to such person, and (C) contemporaneously with furnishing any such nonpublic information to such person, Target furnishes such nonpublic information to Acquiror (to the extent such nonpublic information has not been previously furnished by Target to Acquiror). Target and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Target Acquisition Proposal. In addition to the foregoing: (1) Target shall as promptly as practicable advise Acquiror orally and in writing of any request for nonpublic information that Target reasonably believes would lead to a Target Acquisition Proposal, or any inquiry with respect to, or which Target reasonably believes would lead to, any Target Acquisition Proposal, and (2) Target shall provide Acquiror with at least the same notice as provided to the members of the Target Board of Directors of any meeting of the Target Board of Directors at which the Target Board of Directors is reasonably expected to consider a Target Acquisition Proposal or Target Superior Offer or to approve, endorse or recommend a Target Superior Offer to its stockholders. For purposes of this Agreement, "Target Acquisition Proposal" shall mean --------------------------- any offer or proposal (other than an offer or proposal by Acquiror or any of its affiliates) providing for any Target Acquisition Transaction. For the purposes of this Agreement, "Target Acquisition Transaction" shall mean any transaction ------------------------------ or series of related transactions (other than with Acquiror or any of its affiliates) involving: (A) any acquisition or purchase from Target by any person of more than a twenty percent (20%) interest in the total outstanding voting securities of Target or any tender offer or exchange offer that, if consummated, would result in any person beneficially owning more than twenty percent (20%) of the total outstanding voting securities of Target or any merger, consolidation, business combination or similar transaction involving Target pursuant to which the stockholders of Target immediately preceding such transaction would hold less than eighty percent (80%) of the equity interests in the surviving or resulting entity of such transaction, (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of assets representing in excess of fifty percent (50%) of the fair market value of Target's business immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition, or (C) any liquidation or dissolution of Target. (b) Stockholder shall immediately cease From and cause to be terminated any existing (as of after the date of this AgreementAgreement until the earlier of the Effective Time or termination of this Agreement pursuant to Section 7, Acquiror and each of its Subsidiaries shall not, and shall not permit any of its directors, officers, employees or agents to, directly or indirectly: (i) solicitationsolicit, initiationinitiate, encouragementknowingly encourage or induce the making, activitysubmission or announcement of any Acquiror Acquisition Proposal, discussion (ii) participate in any discussions or negotiation negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes or that may reasonably be expected to lead to, any Acquiror Acquisition Proposal, (iii) approve, endorse or recommend any Acquiror Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquiror Acquisition Transaction (as defined below); provided, however, that prior to the adoption of this Agreement by the required vote of Acquiror's stockholders, nothing in this Section 5.7(b) or elsewhere in this Agreement shall prohibit Acquiror or any of its Subsidiaries' officers, directors, employees or agents from furnishing nonpublic information regarding Acquiror and its Subsidiaries to, entering into a confidentiality agreement with or entering into discussions or negotiations with, any person in response to an Acquiror Superior Offer (as defined in Section 5.8(c) below), but only if (A) neither Acquiror nor any representative of Acquiror or a Subsidiary shall have violated any of the restrictions set forth in this Section 5.7(b) in a manner which resulted in the making, submission or announcement of the Acquiror Superior Offer, (B) prior to furnishing any such nonpublic information to such person, Acquiror and the Acquiror Board of Directors gives Target notice of Acquiror's intention to furnish nonpublic information to such person, and (C) contemporaneously with furnishing any such nonpublic information to such person, Acquiror furnishes such nonpublic information to Target (to the extent such nonpublic information has not been previously furnished by Acquiror to Target). Acquiror and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquiror Acquisition Proposal. In addition to the foregoing: (1) Acquiror shall as promptly as practicable advise Target orally and in writing of any request for nonpublic information that Acquiror reasonably believes would lead to an Acquiror Acquisition Proposal, or any inquiry with respect to, or which Acquiror reasonably believes would lead to, any Acquiror Acquisition Proposal, and (2) Acquiror shall provide Target with at least the same notice as provided to the members of the Acquiror Board of Directors of any meeting of the Acquiror Board of Directors at which the Acquiror Board of Directors is reasonably expected to consider an Acquiror Acquisition Proposal or Acquiror Superior Offer or to approve, endorse or recommend a Acquiror Superior Offer to its stockholders. For purposes of this Agreement, "Acquiror Acquisition Proposal" shall mean ----------------------------- any offer or proposal (other than an offer or proposal by Stockholder Target or any of its Representatives affiliates) providing for any Acquiror Acquisition Transaction. For the purposes of this Agreement, "Acquiror Acquisition Transaction" shall mean any transaction -------------------------------- or series of related transactions (other than with respect Acquiror or any of its affiliates) involving: (A) any acquisition or purchase from Acquiror by any person of more than a fifty percent (50%) interest in the total outstanding voting securities of Acquiror or any tender offer or exchange offer that, if consummated, would result in any person beneficially owning more than fifty percent (50%) of the total outstanding voting securities of Acquiror or any merger, consolidation, business combination or similar transaction involving Acquiror pursuant to which the stockholders of Acquiror immediately preceding such transaction would hold less than fifty percent (50%) of the equity interests in the surviving or resulting entity of such transaction, (B) any Acquisition Proposalsale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of assets representing in excess of fifty percent (50%) of the fair market value of Acquiror's business immediately prior to such sale, lease, exchange, transfer, license, acquisition or disposition, or (C) any liquidation or dissolution of Acquiror. (c) Stockholder Nothing contained in this Section 5.7 or elsewhere in this Agreement shall not enter into prohibit (i) Target or its Board of Directors from complying with Rule 14d-9 or 14e-2 under the Exchange Act or from furnishing a copy or excerpts of this Agreement to any Contract person that makes a Target Acquisition Proposal or that makes an inquiry that could lead to a Target Acquisition Proposal or (ii) Acquiror or its Board of Directors from complying with Rule 14d-9 or 14e-2 under the Exchange Act or from furnishing a copy or excerpts of this Agreement to any Person person that provides for, makes an Acquiror Acquisition Proposal or that makes an inquiry that could reasonably be expected lead to materially facilitate or is designed to facilitate, an Acquiror Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder shall not, Each of Parent and shall cause its Affiliates (other than the Company and agrees that, at any time prior to the earlier of (i) (A) the receipt of approval of the Acquired CompaniesParent Stockholder Proposals by the Parent Stockholder Approval (solely with respect to Parent) and its Representatives or (other than Representatives of Stockholder who are are also Representatives B) the receipt of the Company and who act or purport Stockholder Approval (solely with respect to act on behalf of the Company) not and (ii) the termination of this Agreement pursuant to Article IX, neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries authorize any of its Representatives to, directly or indirectly: (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition ProposalProposal or Acquisition Inquiry, (ii) furnish any nonpublic information regarding any of the Acquired Companies such party to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalInquiry, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition ProposalProposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal or (subject to Section 7.2 and Section 7.3), (v) execute or enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction, (vi) take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry or (vii) publicly propose to do any of the following; provided, however, that, notwithstanding anything contained in this Section 6.4 and subject to compliance with this Section 6.4, prior to the receipt of the approval of the Parent Stockholder Proposals by the Parent Stockholder Approval, in the case of the Parent and prior to the receipt of the Company Stockholder Approval, in the case of the Company, Parent or Company, as applicable, may furnish nonpublic information regarding Parent and its Subsidiaries or the Company, as applicable, to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal by such Person which the Parent Board or Company Board, as applicable, determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither, in the case of Parent, Parent nor any Representative of Parent and, in the case of Company, Company or any Representative of Company, shall have breached this Section 6.4 in any material respect, (B) in the case of Parent, Parent Board and, in the case of Company, Company Board concludes in good faith, after consulting with outside counsel, that the failure to take such action would reasonably be expected to constitute a violation of the Parent Board’s fiduciary duties under applicable Law, in the case of Parent or Company Board’s fiduciary duties under applicable Law, in the case of Company (C) at least one (1) Business Day prior to initially furnishing any such nonpublic information to, or enter into discussions with, such Person, (D) Parent or Company, as applicable, receives from such Person an executed Acceptable Confidentiality Agreement and (E) at least one (1) Business Day prior to furnishing any such nonpublic information to such Person, Parent or Company, as applicable, furnishes such nonpublic information to the Company or Parent, as applicable (to the extent such information has not been previously furnished by Parent to the Company or by Company to Parent, as applicable). Without limiting the generality of the foregoing, each party acknowledges and agrees that, in the event any Representative of such party takes any action that, if taken by such party, would constitute a breach of this Section 6.4 by such party, the taking of such action by such Representative shall be deemed to constitute a breach of this Section 6.4 by such party for purposes of this Agreement. (b) Stockholder If any party or any Representative of such party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing Period, then such party shall promptly (and in no event later than one (1) Business Day after such party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other party in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof). Such party shall keep the other party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification thereto. (c) Each party shall immediately cease and cause to be terminated any existing (discussions, negotiations and communications with any Person that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion Agreement and request the destruction or negotiation with return of any parties conducted heretofore by Stockholder or any nonpublic information provided to such person as soon as reasonably practicable after the date of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder ACC shall, and shall direct and use commercially reasonable efforts to cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an ACC Takeover Proposal (as hereinafter defined). ACC shall not, and nor shall cause its Affiliates (other than the Company and it permit any of the Acquired Companies) and its Representatives (subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other than Representatives representative retained by it or any of Stockholder who are are also Representatives of the Company and who act its subsidiaries to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any other action designed or reasonably likely to facilitate, including, without limitation, any amendment, modification or termination, or any agreement to do any of the foregoing, to the ACC Rights Plan or any redemption of the Rights, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any ACC Takeover Proposal or (ii) participate in any discussions or negotiations regarding any ACC Takeover Proposal; provided, however, that if, at any time prior to the time of the ACC Stockholders Meeting, the Board of Directors of ACC determines in good faith, upon advice from outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to ACC's stockholders under applicable law, ACC may, in response to an ACC Takeover Proposal or material modification to an ACC Takeover Proposal, which ACC Takeover Proposal or material modification was made after the date hereof and was not solicited after the date hereof, and subject to compliance with Section 4.8(c), (x) furnish information with respect to ACC to any person pursuant to a confidentiality agreement, which either was executed prior to the date hereof or is substantially similar to the Confidentiality Agreement dated as of November 13, 1997 by and between ACC and TCG and (y) participate in negotiations regarding such ACC Takeover Proposal or material modification made after the date hereof. "ACC Takeover Proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of 15% or more of the assets of ACC and its subsidiaries or 15% or more of any class of equity securities of ACC or any of its subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of ACC or any of its subsidiaries, any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving ACC or any of its subsidiaries (other than the transactions contemplated by this Agreement) or any other transaction the consummation of which could reasonably be expected to lead to an Acquisition Proposalimpede, (ii) furnish any information regarding any of interfere with, prevent or materially delay the Acquired Companies to any Person in connection with Merger or in response to an Acquisition Proposal or an inquiry or indication of interest that could which would reasonably be expected to lead diminish materially the benefits to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as TCG of the date of transactions contemplated by this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.

No Solicitation. (a) Stockholder Each of the Shareholders agrees that it shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, initiate, encourage, induce initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiries or the making, submission or announcement making of any Acquisition Proposal offer or take proposal by any action corporation, partnership, trust, person or other entity or group (a "Third Party") with respect to, or that could reasonably be expected to lead to to, an Acquisition Proposal, Transaction or (ii) furnish negotiate, explore or otherwise communicate in any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations way with any Person Third Party with respect to any Acquisition ProposalTransaction or enter into, (iv) approve, endorse approve or recommend any Acquisition Proposal agreement, arrangement or (v) enter into any letter of intent understanding requiring it to abandon, terminate or similar document fail to consummate the Merger or any Contract contemplating other transactions contemplated by this Agreement. The parties hereto agree and acknowledge that nothing in this Section 3 or any other part of this Agreement shall be construed as requiring any Shareholder or affiliate thereof who also is a director of the Company to propose, endorse, approve or recommend the Merger or any transaction contemplated thereby (or otherwise relating to participate in any Acquisition Transactionaction that is permitted under the terms of Sections 8.1(b), 8.6 and 10.1(f) of the Merger Agreement), in each case in such Shareholder's or affilate's capacity as a director of the Company in any manner inconsistent with his or her fiduciary duties as director. (b) Stockholder Each of the Shareholders shall (i) promptly notify the other party of receipt by it of any inquiries, proposals or offers with respect to an Acquisition Transaction or any request for nonpublic information relating to the Company in connection with an Acquisition Transaction or for access to the Company's or any of its subsidiaries' properties, books or records by any third party that informs its Board of Directors that such third party is considering making, or has made, a proposal or offer with respect to an Acquisition Transaction, and (ii) immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides forof the foregoing, and it will take the necessary steps to inform such individuals or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to entities of the contrary contained obligations undertaken in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith3.

No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and not authorize or knowingly permit its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) solicit, solicit or initiate, or knowingly encourage, induce or facilitate the makingfacilitate, submission or announcement of any Acquisition Competing Transaction Proposal or take any action inquiry or proposal that could may reasonably be expected to lead to an Acquisition a Competing Transaction Proposal, or (ii) participate in any discussions or negotiations with any Person regarding, or furnish any information regarding any of the Acquired Companies to any Person any information with respect to, or cooperate in connection any way with any Person (whether or in response to an Acquisition not a Person making a Competing Transaction Proposal) with respect to, any Competing Transaction Proposal or an any inquiry or indication of interest proposal that could may reasonably be expected to lead to an Acquisition a Competing Transaction Proposal. The Stockholder shall, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposaland shall instruct its Representatives to, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated all existing discussions or negotiations with any existing Person conducted heretofore with respect to any Competing Transaction Proposal or any inquiry or proposal that may reasonably be expected to lead to a Competing Transaction Proposal and request the prompt return or destruction of all confidential information previously furnished any such Person or its Representatives. (as b) In addition to the obligations set forth in Section 4(a), the Stockholder shall promptly, and in any event within 24 hours of obtaining knowledge of the date receipt thereof, advise Zillow in writing of this Agreementany Competing Transaction Proposal or any inquiry or proposal that may reasonably be expected to lead to a Competing Transaction Proposal, the material terms and conditions of any such Competing Transaction Proposal (including any changes thereto) solicitationand the identity of the Person making any such Competing Transaction Proposal. The Stockholder shall (i) keep Zillow informed in all material respects and on a reasonably current basis of the status and details (including any material change to the terms thereof) of any Competing Transaction Proposal and (ii) provide to Zillow as soon as practicable after receipt or delivery thereof all drafts of agreements relating to any Competing Transaction Proposal and any written proposals containing any material terms of a Competing Transaction Proposal or a counterproposal to a Competing Transaction Proposal, initiationin each case exchanged between any of the Stockholder or any Representative thereof, encouragementon the one hand, activity, discussion or negotiation with and the Person making any parties conducted heretofore by Stockholder such Competing Transaction Proposal or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder affiliates or any of its Representatives (A) who is a member of their Representatives, on the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithhand.

No Solicitation. (a) Stockholder Subject to Section 9, Securityholder shall not, and shall cause its Subsidiaries not to, and shall use it reasonable best efforts to cause its Affiliates and Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or could reasonably be expected to lead to, any Parent Acquisition Proposal; (b) directly or indirectly engage in, continue, or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Parent Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Parent Acquisition Proposal; (d) solicit proxies with respect to a Parent Acquisition Proposal (other than the Company Transactions and the Merger Agreement) or otherwise encourage or assist any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act Person in taking or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take planning any action that could reasonably be expected to lead compete with, restrain, or otherwise serve to an interfere with or inhibit the timely consummation of the Transactions in accordance with the terms of the Merger Agreement; or (e) initiate a stockholders’ vote or action by written consent of Parent’s stockholders with respect to a Parent Acquisition Proposal. Notwithstanding the foregoing, Securityholder may (iiand may permit its Affiliates and its and its Affiliates’ Representatives to) furnish any information regarding any of the Acquired Companies to participate in discussions and negotiations with any Person in connection with or in response to an making a Parent Acquisition Proposal (or an inquiry or indication of interest that could reasonably be expected its Representatives) with respect to lead to an such Parent Acquisition Proposal, Proposal if: (iiii) engage Parent is engaging in discussions or negotiations with any such Person in accordance with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.3 of the Merger Agreement); and (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties Securityholder’s negotiations and discussions are in conjunction with and ancillary to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; Parent’s discussions and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithnegotiations.

No Solicitation. (a) Stockholder shall notThe Company and its Subsidiaries shall, and shall cause its Affiliates each of their respective Representatives to, immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal or Acquisition Transaction. (other than b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the Purchase Time, the Company and any of the Acquired Companies) and shall not, shall cause its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) Subsidiaries not to, and shall not authorize or permit any of its, any of its Subsidiaries or any of their respective Representatives to, directly or indirectly: (i) solicit, initiate, encouragefacilitate or knowingly encourage or induce any inquiry with respect to, induce or facilitate the making, submission or announcement of any of, an Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, Transaction; (ii) subject to Section 7.6(c), furnish any information regarding any of the Acquired Companies to any Person (other than Parent, Purchaser or any designees of Parent or Purchaser) any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than Parent, Purchaser or any designees of Parent or Purchaser), or take any other action, in connection with each case in a manner that is intended or in response would be reasonably expected to assist or facilitate any inquiries or the making of any proposal that constitutes or could lead to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, Transaction; (iii) subject to Section 7.6(c), participate or engage in discussions or negotiations with any Person with respect to any an Acquisition Proposal, Proposal or an Acquisition Transaction; (iv) approve, endorse or recommend any an Acquisition Proposal or an Acquisition Transaction; (v) enter into any letter of intent intent, memorandum of understanding or similar document or any other Contract contemplating or otherwise relating to any an Acquisition Transaction.Proposal or an Acquisition Transaction (other than a confidentiality agreement pursuant to and in accordance with Section 7.6(c)); (bvi) Stockholder shall immediately cease and cause terminate, amend or waive any material rights under (or fail to be terminated enforce by seeking an injunction or by seeking to specifically enforce the material terms of) any existing (as of confidentiality or “standstill” or other similar agreement between the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder Company or any of its Representatives Subsidiaries and any other Person; (vii) (x) take any action to exempt any Person, other than Parent and Purchaser, from Section 203 of the DGCL or any other applicable anti-takeover Laws, or (y) other than as contemplated by this Agreement, redeem, amend or waive any of the Company Rights or amend, terminate or waive the Rights Agreement; or (viii) agree with respect a third party to do any Acquisition Proposalof the foregoing, or propose to third parties (including the Company’s stockholders) to do any of the foregoing, other than pursuant to Section 7.6(c), Section 7.7(b) or Section 9.1(h) in accordance with the terms thereof. (c) Stockholder shall not enter into Notwithstanding the foregoing terms of Section 7.6(b) or any Contract other provision in this Agreement, at any time prior to the Purchase Time, the Company Board may, directly or indirectly through its Representatives, (x) engage or participate in discussions or negotiations with any Person that provides forhas made (and not withdrawn) an unsolicited Acquisition Proposal in writing after the date hereof and/or (y) furnish or make available to any Person that has made (and not withdrawn) an unsolicited Acquisition Proposal in writing after the date hereof, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything any non-public information relating to the contrary contained in this Agreement: Company or any of its Subsidiaries; provided, however, that the Company may take any action contemplated by the foregoing clauses (x) or (y) if and only if all of the following conditions have been satisfied prior to taking such action: (i) the provisions Company Board shall have determined in good faith (after consultation with its financial advisor and its outside legal counsel) that (A) such Acquisition Proposal either constitutes or is reasonably likely to lead to a Superior Proposal and (B) the failure to take such action is reasonably likely to result in a breach of this Section 2.3 apply solely its fiduciary duties to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals Company’s stockholders under Section 4.3 of the Merger Agreement); Delaware Law; (ii) none of the provisions Company, any of its Subsidiaries or any of their respective Representatives shall have breached or violated in any material respect the terms of this Section 2.3 7.6 in connection with such Acquisition Proposal or in connection with any other Acquisition Proposal made by any Person (or any Affiliate or agent thereof) making such Acquisition Proposal; (iii) the Company shall be construed have entered into a confidentiality agreement no less favorable in the aggregate to prohibitthe Company than the Confidentiality Agreement with such Person; (iv) the Company shall have given Parent at least forty-eight (48) hours prior written notice of (x) its intent to take any action permitted by this Section 7.6(c), limit (y) the identity of the Person(s) making the Acquisition Proposal forming the basis for taking the action permitted by this Section 7.6(c) and (z) all of the material terms and conditions of such Acquisition Proposal (and if such Acquisition Proposal is in written form, prior to taking any action with respect to such Person, the Company shall have given Parent a copy of such Acquisition Proposal); and (v) prior to or restrict contemporaneously with furnishing any non-public information to such Person, the Stockholder Company shall have furnished or made available such non-public information to Parent (to the extent such information has not been previously furnished or made available by the Company to Parent). (d) In addition to the obligations of the Company set forth in Section 7.6(c), the Company shall promptly, and in all cases within forty-eight (48) hours, advise Parent in writing of the receipt by the Company, any of its Subsidiaries or any of its their respective Representatives of (Ai) who is a member any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Board Person or group making any such Acquisition Proposal, request or inquiry. At all times from and after the Company’s, any of Directors its Subsidiaries’ or any of their respective Representatives’ receipt thereof, the Company shall keep Parent reasonably informed of the status and material terms and conditions (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry (including by giving Parent a copy of any materials provided by such Person if in written form). (e) The Company shall provide Parent with at least forty-eight (48) hours prior written notice (or any shorter period of advance notice provided to members of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as Board) of a director or (B) who is an officer or employee meeting of the Company from taking Board (or any action whatsoever in such capacity; and (iiicommittee thereof) no action taken by at which the Company in compliance with the covenants of the Merger Agreement in respect of Board (or any committee thereof) is reasonably expected to consider an Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithAcquisition Transaction.

No Solicitation. (a) Stockholder Neither Seller nor the Seller Subsidiary shall, nor shall notSeller or the Seller Subsidiary authorize or permit any of its directors, and shall cause its Affiliates officers or employees or any investment banker, financial advisor, attorney, accountant or other representative of Seller or the Seller Subsidiary to, directly or indirectly, solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than the Company and Acquiror or Acquiror Sub) concerning any of the Acquired Companies) and its Representatives Acquisition Transaction (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act as defined below); provided, however, that nothing contained in this Agreement shall prevent Seller (on behalf of itself and the CompanySeller Subsidiary) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of Seller prior to receipt of approval by the Company stockholders of Seller of this Agreement and the Parent Merger Documents from exercising (i) providing information in response to a request therefor by a person who has made an unsolicited bona fide written proposal to engage in an Acquisition Transaction (an “Acquisition Proposal”) if the Board of Directors of Seller receives from the person so requesting such information an executed confidentiality agreement on customary terms and conditions; (ii) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; (iii) failing to recommend or withdrawing its recommendation of this Agreement to its stockholders and/or failing to hold the Special Meeting (as defined in Section 5.8) to consider this Agreement; or (iv) recommending such an Acquisition Proposal to the stockholders of Seller, if and only to the extent that, in each such case referred to in clause (i), (ii), (iii) or (iv) above, (A) Seller’s Board of Directors determines in good faith (after consultation with outside legal counsel) that such action would be required in order for its directors to comply with their respective fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or under applicable law and (B) who Seller’s Board of Directors determines in good faith (after consultation with its financial advisor) that such Acquisition Proposal, if accepted, is an officer or employee reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the Company proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Seller’s stockholders from taking any action whatsoever in such capacity; a financial point of view than the Mergers. An Acquisition Proposal which is received and (iii) no action taken considered by the Company Seller in compliance with this Section 5.3 and which meets the covenants requirements set forth in clauses (A) and (B) of the Merger Agreement preceding sentence is herein referred to as a “Superior Proposal”. Seller will communicate to Acquiror in writing (the “Notice”) as promptly as practicable (and in no event more than 48 hours after receipt) the terms of any proposal which it may receive in respect of any Acquisition Proposal Transaction (including amendments thereto) and shall serve as the basis provide Acquiror with copies of a claim that the Stockholder is in breach (x) all such written inquiries or proposals and (y) an accurate and complete written synopsis of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.all such oral inquiries or

No Solicitation. (a) Stockholder shall Without the prior written consent of TeleSpectrum, from and after the date hereof, IDRC will not, and shall cause its Affiliates (other than the Company and will not authorize or permit any of the Acquired CompaniesIDRC Subsidiaries or their officers, directors, employees, financial advisors and agents ("Representatives") and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act to, directly or purport to act on behalf of the Company) not toindirectly, (i) knowingly solicit, initiate, encourage, induce --------------- initiate or facilitate the making, submission encourage (including by way of furnishing nonpublic or announcement of any Acquisition Proposal proprietary information) or take any other action that could to facilitate knowingly any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition ProposalProposal by a third party (other than TeleSpectrum) involving IDRC or any IDRC Subsidiary, (ii) furnish engage in any information regarding any of the Acquired Companies to any Person in connection with discussion or in response negotiations relating to an Acquisition Proposal by a third party or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Proposalto, (iv) approveagree to, endorse approve or recommend any Acquisition Proposal by a third party. As used herein, "Acquisition Proposal" -------------------- shall mean a proposal or (v) enter into any letter of intent offer for a tender or similar document exchange offer, merger, consolidation or other business combination involving or any Contract contemplating proposal to acquire in any manner a substantial equity interest in, or otherwise relating to a substantial portion of the assets of either IDRC, TeleSpectrum or any Acquisition TransactionSubsidiary of either such party. (b) Stockholder IDRC shall immediately cease and cause to be terminated terminate any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties (other than TeleSpectrum) conducted heretofore by Stockholder IDRC or any of its Representatives with respect to any an Acquisition Proposal. IDRC shall notify TeleSpectrum orally and in writing of any such inquiries, offers or proposals (including the terms and conditions of any such proposal and the identity of the person making it), promptly after the receipt thereof. (c) Stockholder During the period from the date of this Agreement through the Effective Time, IDRC shall not enter into terminate, amend, modify or waive any Contract with provision of any Person that provides forconfidentiality or standstill agreement to which it or any of the IDRC Subsidiaries is a party in a manner adverse to IDRC or any IDRC Subsidiary. During such period, or could reasonably be expected IDRC shall use commercially reasonable efforts to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) enforce the provisions of this Section 2.3 apply solely any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the Stockholder when acting terms and provisions thereof in his or its capacity as a Stockholder any court of the Company and not when acting United States of America or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithstate having jurisdiction.

No Solicitation. (a) Stockholder Subject to Section 9, Securityholder shall not, and shall cause its Subsidiaries not to, and shall use it reasonable best efforts to cause its Affiliates and Representatives not to: (a) directly or indirectly solicit, seek, initiate, knowingly encourage, or knowingly facilitate any inquiries regarding, or the making of, any submission or announcement of a proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Acquisition Proposal; (b) directly or indirectly engage in, continue, or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other Person any information in connection with or for the purpose of encouraging or facilitating, any proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Acquisition Proposal; (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, or similar arrangement with respect to a Company Acquisition Proposal; (d) solicit proxies with respect to a Company Acquisition Proposal (other than the Company Transactions and the Merger Agreement) or otherwise encourage or assist any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act Person in taking or purport to act on behalf of the Company) not to, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take planning any action that could reasonably be expected to lead compete with, restrain, or otherwise serve to an interfere with or inhibit the timely consummation of the Transactions in accordance with the terms of the Merger Agreement; or (e) initiate a stockholders’ vote or action by written consent of the Company’s stockholders with respect to a Company Acquisition Proposal. Notwithstanding the foregoing, Securityholder may (iiand may permit its Affiliates and its and its Affiliates’ Representatives to) furnish any information regarding any of the Acquired Companies to participate in discussions and negotiations with any Person in connection with or in response to an making a Company Acquisition Proposal (or an inquiry or indication of interest that could reasonably be expected its Representatives) with respect to lead to an such Company Acquisition Proposal, Proposal if: (iiii) engage the Company is engaging in discussions or negotiations with any such Person in accordance with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.2 of the Merger Agreement); and (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties Securityholder’s negotiations and discussions are in conjunction with and ancillary to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; Company’s discussions and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithnegotiations.

No Solicitation. During the period commencing on the date hereof and ending on the Termination Date, except for the matters set forth on Schedule 6.1(b): (a) Stockholder shall notNeither any Seller, any Casablanca Subsidiary nor any of its or their respective Affiliates shall, and shall cause its Affiliates (other than the Company and any each of the Acquired Companies) and foregoing shall not allow any Person acting on its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicitdirectly or indirectly, continue, initiate, encourage, induce solicit or facilitate participate in discussions or negotiations with, or provide any nonpublic information to, any Person (other than the making, submission Buyer and its representatives in connection with the transactions contemplated by this Option Agreement or announcement the other Transaction Documents) concerning (i) any sale of assets of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition ProposalCasablanca Subsidiary (other than in the ordinary course of its business and consistent with past practice), (ii) furnish any information regarding sale of any securities of any Casablanca Subsidiary including, without limitation, the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalCasablanca Units, (iii) engage in discussions any other transaction including, without limitation, a merger, consolidation, recapitalization, liquidation or negotiations with similar transaction, directly involving any Person with respect to any Casablanca Subsidiary (collectively, an “Acquisition Proposal, Transaction”) or (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent agreement, understanding or similar document or any Contract contemplating or otherwise relating arrangement with respect to an Acquisition Transaction. In addition to the foregoing, no Seller shall agree to engage in any Acquisition TransactionTransaction unless the terms thereof expressly exclude the Casablanca Subsidiaries and the transactions contemplated by the Transaction Documents. Sellers shall advise their financial advisors of Sellers’ obligations pursuant to this Section 6.4 and instruct such advisors not to take any action in contravention hereof. (b) Stockholder Sellers shall, and each of them, shall immediately cease and cause each Casablanca Subsidiary to, promptly communicate to be terminated the Buyer within three (3) Business Days following receipt the terms of any existing (as proposal that any of its officers or directors or Persons serving similar capacities may receive after the date of this AgreementOption Agreement in respect of an Acquisition Transaction. Any notification under this Section 6.4(b) solicitationshall include the identity of each Person making such proposal, initiation, encouragement, activity, discussion or negotiation with the terms of such proposal and any parties conducted heretofore by Stockholder or any of its Representatives other information with respect to any Acquisition Proposalthereto as the Buyer may reasonably request. (c) Stockholder Sellers hereby agree that a monetary remedy for a breach of the agreements set forth in this Section 6.4 will be inadequate and impracticable, and that any such breach would cause the Buyer and its Affiliates irreparable harm. In the event of a breach of this Section 6.4, in addition to any other remedies available to the Buyer, without the requirement of posting any bond or other security, the Buyer shall not enter into be entitled to seek equitable remedies in a court of competent jurisdiction regarding this Section 6.4, including, without limitation, the equitable remedy of specific performance with respect to the provisions of this Section 6.4, and shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, as a court of competent jurisdiction shall determine with respect to any Contract with such breach of the agreements set forth in this Section 6.4; provided, however, that, in the event that the Buyer terminates this Option Agreement pursuant to Section 1.1(e), the Buyer’s sole and exclusive remedy in respect of such termination (including any Person that provides forbreach by Sellers, any Casablanca Subsidiary or could reasonably any of their respective Affiliates of the agreements set forth in this Section 6.4) shall be expected to materially facilitate pursue an action against Sellers for Damages as provided in Section 10.2, and neither any Seller, any Casablanca Subsidiary nor any of their respective Affiliates shall have any further obligations or is designed to facilitate, an Acquisition Proposalliabilities under this Option Agreement except as otherwise provided in Section 10.2. (d) Notwithstanding anything to For the contrary contained in this Agreement: (i) the provisions avoidance of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as doubt, any breach by a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitSeller, limit or restrict the Stockholder any Casablanca Subsidiary or any of its Representatives their respective Affiliates of any provision of Section 6.4(a) that is not cured within five (A5) who is Business Days shall be deemed to be a member material breach of this Option Agreement and, for purposes of the Board exercise by the Buyer of Directors its termination rights pursuant to Section 10.1(e), after such cure period such breach shall be deemed incapable of the Company from exercising its fiduciary duties being cured prior to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithTermination Date.

No Solicitation. The Stockholder agrees that (ai) Stockholder it and its executive officers and directors shall not, and shall cause (ii) its Affiliates (other than the Company and any of the Acquired Companies) Subsidiaries and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company Subsidiaries’ executive officers and who act or purport to act on behalf of the Company) not todirectors shall not, (iiii) it shall use reasonable best efforts to ensure that its and its Subsidiaries’ Representatives shall not, (A) directly or indirectly, solicit, initiate, encourage, induce knowingly encourage or knowingly facilitate any inquiries or the making, submission or announcement making of any Acquisition Proposal Proposal, (B) directly or indirectly participate in or knowingly encourage any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or data to, any person relating to or take any other action to knowingly facilitate any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to to, an Acquisition Proposal, (iiC) furnish any information regarding any of the Acquired Companies recommend, adopt or approve, or propose publicly to any Person in connection with recommend, adopt or in response to approve, an Acquisition Proposal or an inquiry (D) agree or indication publicly propose to do any of interest the foregoing. The Stockholder agrees that could reasonably be expected to lead to an Acquisition Proposalit will, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposaland it will cause its Subsidiaries and Representatives to, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitationactivities, initiation, encouragement, activity, discussion discussions or negotiation negotiations with any parties persons conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into Proposal or any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an potential Acquisition Proposal. (d) . Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions Section 4.03 or any other provision of this Section 2.3 apply solely to Agreement, if the Stockholder when acting in his Company or its capacity as a Stockholder Board of Directors is engaging in any actions permitted to be taken by the Company and not when acting or purporting its Board of Directors pursuant to act as a Representative clause (iii) or (iv) of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 6.5(a) of the Merger Agreement); (ii) none , then the Stockholder may also engage in discussions concerning the relevant Acquisition Proposal with the person making such Acquisition Proposal, including with respect to potential commercial arrangements between the Stockholder and its Affiliates and the person making such Acquisition Proposal. In connection with any discussions permitted pursuant to the preceding sentence, the Stockholder and its Affiliates may provide to the person making such Acquisition Proposal access to their properties, books and records or confidential information or data. The Stockholder shall keep Parent reasonably informed in all material respects of the provisions status and details (including any developments thereto) of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithdiscussions.

No Solicitation. (a) Stockholder shall not, and shall cause its Affiliates (other than Neither the Company and nor any of the Acquired Companies) its Subsidiaries or controlled Affiliates shall (and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company shall direct the officers, directors, employees, representatives and who act or purport to act on behalf agents, including investment bankers, attorneys and accountants (the "Representatives") of the Company) , its Subsidiaries or controlled Affiliates, not to) directly or indirectly, (i) solicit, initiateengage in, encourage, induce or facilitate the making, submission initiate (including by way of furnishing or announcement of any Acquisition Proposal disclosing non-public information) or take any action that could reasonably be expected intended to lead facilitate or encourage any inquiries, negotiations, discussions, or the making of any proposals with respect to an or concerning any Acquisition Proposal, (ii) furnish any information regarding any . Upon receipt of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. (b) Stockholder shall immediately cease and cause to be terminated any existing (as of the date of this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company from exercising believes in good faith, following consultation with its outside financial and legal advisers, may require the Board of Directors of the Company, pursuant to its fiduciary duties under applicable law, to withdraw or modify its recommendation in favor of the Transactions, the Company shall be allowed to make one request for additional, solely clarifying information from the Person making the Acquisition Proposal for the sole purpose of determining whether to maintain, withdraw or modify its recommendation in favor of the Transactions (the "Clarifying Request"); provided that the Clarifying Request shall only be made in writing, and the Company shall, at the same time as the Clarifying Request is delivered to the Person making the Acquisition Proposal, provide a true, accurate, and complete copy of the Clarifying Request to the Investors and their counsel. Nothing herein shall be construed as permitting the Company by voting or taking any of its Subsidiaries or controlled Affiliates (or any of its or their Representatives) to engage in negotiation or discussion with or to make any proposal to the Person making the Acquisition Proposal (or any of such Person's Representatives) regarding any Acquisition Proposal. For purposes of this section, "Acquisition Proposal" means any proposal or offer (a) from any Person other action whatsoever in his capacity as a director than the Investors or their Affiliates to acquire (Bi) who is an officer all or employee substantially all of the business or properties of the Company from taking or any action whatsoever of its Subsidiaries, or (ii) fifteen percent (15%) or more of the capital stock or other equity interests in such capacity; and (iii) no action taken by the Company in compliance with or any of its Subsidiaries, whether by sale of stock or assets, merger, consolidation, other business combination, tender offer or exchange offer, recapitalization, reorganization, liquidation, dissolution or other transaction involving the covenants Company, any of its Subsidiaries, any division or operating or principal business unit of the Merger Agreement in respect of Company or any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding Subsidiaries, on the fact that one hand, and any other Person, on the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithother hand.

No Solicitation. From and after the date hereof until the Expiration Date, each Stockholder shall not (a) Stockholder shall not, and shall cause its Affiliates (other than the Company and any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, (i) solicit, initiate, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry regarding Terrain or take any action that could reasonably be expected to lead to an Acquisition ProposalProposal or Acquisition Inquiry regarding Terrain, (iib) furnish any non-public information regarding any of the Acquired Companies Terrain to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition ProposalInquiry regarding Terrain, (iiic) engage in discussions or negotiations with any Person with respect to any Acquisition ProposalProposal or Acquisition Inquiry regarding Terrain, (ivd) approve, endorse or recommend any Acquisition Proposal (subject to Section 6.3 of the Merger Agreement), (e) execute or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Transaction regarding Terrain (b) Stockholder shall immediately cease and cause subject to be terminated any existing (as Section 5.4 of the date of this Merger Agreement), (f) solicitation, initiation, encouragement, activity, discussion or negotiation with take any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person action that provides for, or could reasonably be expected to materially facilitate or is designed lead to facilitate, an Acquisition Proposal. Proposal or Acquisition Inquiry regarding Terrain, (dg) Notwithstanding anything initiate a stockholders’ vote or action by consent of the Terrain’s stockholders with respect to the contrary contained in an Acquisition Proposal regarding Terrain, (h) except by reason of this Agreement: , become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of Terrain that takes any action in support of an Acquisition Proposal regarding Terrain or (i) the provisions of this Section 2.3 apply solely propose or agree to the Stockholder when acting in his or its capacity as a Stockholder do any of the Company and foregoing. In the event that such Stockholder is a corporation, partnership, trust or other Entity, it shall not when acting permit any of its Subsidiaries or purporting to act as a Representative Affiliates to, nor shall it authorize any officer, director or representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibitsuch Stockholder, limit or restrict the Stockholder or any of its Representatives (A) who is a member Subsidiaries or Affiliates to, undertake any of the Board of Directors of the Company from exercising its fiduciary duties to the Company actions contemplated by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith7.

No Solicitation. (a) During the Voting Period, (i) the Stockholder shall, and shall cause its respective officers and directors to, and the Stockholder shall instruct and use its reasonable best efforts to cause each of its controlled Affiliates and its and their Representatives (it being understood that, for purposes of this Section 3.2, the terms “Affiliates” and “Representatives” shall exclude the Company) to, immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons or entities with respect to an Acquisition Proposal (other than Parent or any of its Affiliates or Representatives with respect to the transactions contemplated by the Merger Agreement), and (ii) the Stockholder shall not, and shall cause not authorize, and the Stockholder shall use its Affiliates (other than the Company and reasonable best efforts not to permit any of the Acquired Companies) and its controlled Affiliates or its or their Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not to, directly or indirectly through another Person, (ia) initiate, seek, solicit, initiateknowingly facilitate, encourageknowingly encourage (including by way of furnishing any non-public information), or knowingly induce or facilitate the making, submission or announcement of any Acquisition Proposal or knowingly take any other action that could which would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any of the Acquired Companies to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iiib) engage in negotiations or discussions with, or negotiations with provide any non-public information or non-public data to, any Person with respect (other than Parent or any of its Affiliates or Representatives) relating to any Acquisition Proposal, (ivc) approveenter into any binding or non-binding letter of intent, endorse agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or recommend other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, (d) submit or cause to be submitted to the stockholders of the Company for their approval any Acquisition Proposal or (ve) enter into agree or announce an intention to do any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transactionthe foregoing. (b) The Stockholder shall immediately cease agrees that it will promptly inform its Affiliates and cause to be terminated any existing (as its and its Affiliates’ Representatives of the date of obligations undertaken in this Agreement) solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Stockholder or any of its Representatives with respect to any Acquisition ProposalArticle III. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything herein to the contrary contained (including this Section 3.2), no Stockholder makes any agreement or understanding with respect to any action taken by the Stockholder or any Affiliate of the Stockholder in such Person’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder or such Affiliate holds such office), and nothing in this Agreement: (i) the provisions of this Section 2.3 apply solely to will limit or affect any actions or omissions taken by any the Stockholder when acting or such Affiliate in his or its capacity as such a Stockholder of the Company and not when acting director or purporting to act as a Representative of the Company (it being understood that the Company has separate and independent obligations to Parent and Merger Sub officer, including in respect of the solicitation of Acquisition Proposals exercising rights under Section 4.3 of the Merger Agreement), and no such actions or omissions shall be deemed a breach of this Agreement; or (ii) none of the provisions of this Section 2.3 shall will be construed to prohibit, limit limit, or restrict the Stockholder or any of its Representatives (A) who is a member of the Board of Directors of the Company such Affiliate from exercising its fiduciary duties as an officer or director to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who is an officer or employee of the Company from taking any action whatsoever in such capacity; and (iii) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewithstockholders.

No Solicitation. (a) Stockholder From and after the date of this Agreement until the Effective Time or the termination of this Agreement in accordance with its terms, Extensity shall not, and nor shall cause its Affiliates (it authorize or permit any Extensity Sub or any officer, director, affiliate or employee of Extensity or any Extensity Sub, or any investment banker, attorney or other than the Company and advisor or representative retained by any of the Acquired Companies) and its Representatives (other than Representatives of Stockholder who are are also Representatives of the Company and who act or purport to act on behalf of the Company) not them to, directly or indirectly: (i) solicit, initiate, encouragenegotiate, encourage or induce or facilitate the making, submission or announcement of any Extensity Acquisition Proposal or take any action that or omit to take any action, the taking or omission of which could reasonably be expected to lead to an Extensity Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish any information regarding any of the Acquired Companies to any Person in connection any non-public information with respect to, or in response take any other action to an Acquisition Proposal facilitate any inquiries or an inquiry the making of any proposal that constitutes or indication of interest that could may reasonably be expected to lead to an to, any Extensity Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Extensity Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Extensity Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contract, agreement or commitment contemplating or otherwise relating to any Extensity Acquisition Transaction. (b. Notwithstanding anything to the contrary in this Subsection 6.2(a) Stockholder shall immediately cease or in any other provision of this Agreement, Extensity and cause its board of directors may participate in discussions or negotiations with or furnish information to be terminated any existing (as of Person that, after the date of this Agreement, makes an unsolicited Extensity Acquisition Proposal (an "Extensity Potential Acquiror") solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore approve an unsolicited Extensity Acquisition Proposal if Extensity's board of directors is advised by Stockholder or any of its Representatives with respect to any Acquisition Proposal. (c) Stockholder shall not enter into any Contract with any Person that provides for, or could reasonably be expected to materially facilitate or is designed to facilitate, an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained in this Agreement: (i) the provisions of this Section 2.3 apply solely to the Stockholder when acting in his or its capacity as a Stockholder of the Company and not when acting or purporting to act as a Representative of the Company (it being understood financial advisor that the Company Extensity Potential Acquiror submitting the Extensity Acquisition Proposal (if that proposal includes a cash component) presently has separate the financial resources to complete that Extensity Acquisition Proposal and independent obligations to Parent and Merger Sub the board determines in respect of the solicitation of Acquisition Proposals under Section 4.3 of the Merger Agreement); (ii) none of the provisions of this Section 2.3 shall be construed to prohibit, limit or restrict the Stockholder or any of its Representatives good faith (A) who is a member of the Board of Directors of the Company after receiving advice from exercising its fiduciary duties to the Company by voting or taking any other action whatsoever in his capacity as a director or (B) who financial advisor, that such Extensity Acquisition Proposal is an officer or employee of the Company from taking any action whatsoever Extensity Superior Offer (as defined in such capacity; and (iiiSubsection 6.4(c)) no action taken by the Company in compliance with the covenants of the Merger Agreement in respect of any Acquisition Proposal shall serve as the basis of a claim that the Stockholder is in breach of its obligations under this Section 2.3 notwithstanding the fact that the Stockholder or its Representatives have provided advice or assistance to the Company in connection therewith.and