Common use of Non-Solicitation Clause in Contracts

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

Non-Solicitation. Except as set forth in Section 4.05 hereofPrior to the Expiration Date, the Shareholder Stockholder hereby agrees that the Shareholder Stockholder shall not, nor and shall it authorize any of his or her use its reasonable best efforts to cause its controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) Affiliates and Representatives not to, directly or indirectly, : (ai) solicit, initiate, propose induce, encourage or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal; (ii) participate in any discussions or negotiations or cooperate in any way with any Person regarding any proposal or offer the consummation of which would constitute a Company Acquisition Proposal; (iii) provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person in connection with any proposal the consummation of which would constitute a Company Acquisition Proposal or for the purpose of soliciting, initiating, inducing, encouraging or facilitating a Company Acquisition Proposal; (iv) enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other effort similar agreement with respect to a Company Acquisition Proposal or attempt any proposal or offer that could reasonably be expected to lead to a Takeover Company Acquisition Proposal; (v) adopt, (b) enter intoapprove or recommend or make any public statement approving or recommending any inquiry, continue proposal or otherwise participate in any communications or negotiations regardingoffer that constitutes, or furnish could reasonably be expected to lead to, a Company Acquisition Proposal (including by approving any transaction, or approving any Person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL); take any information with respect to, action or otherwise knowingly cooperate in any way with exempt any Person with respect to, any Takeover Proposal (other than Parent and its Subsidiaries) from the restriction on “business combinations” or any inquiries or offers similar provision contained in applicable takeover laws or the making of Company’s organizational or other governing documents; (vi) take any proposal or any other efforts or attempt action that could reasonably be expected to lead to a Takeover ProposalCompany Acquisition Proposal except as expressly permitted by Section 5.2 of the Merger Agreement; or (vii) resolve, (c) approve or recommend, or publicly propose or agree to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or do any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderforegoing.

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

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder (a) Stockholder shall not, nor shall it cause each of its Subsidiaries not to, and shall not authorize or permit any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) its Representatives to, directly or indirectly, (ai) solicit, initiate, propose initiate or knowingly encourage, induce or take facilitate any other action to knowingly facilitate, any Takeover Acquisition Proposal or any inquiries or offers or the making of any inquiry, proposal or any other effort or attempt offer that could may reasonably be expected to lead to a Takeover an Acquisition Proposal, (bii) enter intofurnish any nonpublic information regarding the Company or afford access to the Company’s business, continue properties, assets, books or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect records to, or otherwise knowingly cooperate in any way with, any Third Party that is reasonably expected to make, or is otherwise seeking to make, or has made, an Acquisition Proposal, or (iii) participate in any discussions or negotiations with any Person with respect toThird Party that is reasonably expected to make, or has made, an Acquisition Proposal, regarding an Acquisition Proposal; provided that, notwithstanding anything to the contrary in this Agreement, any Takeover Proposal or any inquiries or offers or such Person may (A) seek to clarify the making terms and conditions of any inquiry, proposal or any other efforts offer to determine whether such inquiry, proposal or attempt that could offer may reasonably be expected to lead to a Takeover Proposal, Superior Proposal (c) approve or recommend, or publicly propose it being understood that any such communications with any such Third Party shall be limited to approve or recommend, any Takeover Proposal, (d) make any statement the clarification of the original inquiry or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, made by such Third Party and shall direct his not include (x) any negotiations or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives similar discussions with respect to such inquiry, proposal or offer or (y) such Person’s view or position with respect thereto) and (B) inform any Takeover ProposalPerson that makes an Acquisition Proposal of the restrictions imposed by the provisions of this Section 3.02. The Shareholder Stockholder shall as promptly as possible (and but in any event within 24 hoursone (1) Business Day) advise the Company and Spectrum of any Acquisition Proposal received by Stockholder, the material terms and conditions of any such Acquisition Proposal (iincluding any material changes thereto) notify Parent of and the identity of the Person making any Person approaching such Acquisition Proposal. Without limiting the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy agreed that, if any Representative of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) Stockholder or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be its Subsidiaries takes any action that would constitute a breach of this Section 3.03 3.02 if it were authorized or permitted by Stockholder, such action shall constitute a breach of this Section 3.02 by Stockholder, whether or not such action shall have been authorized or permitted by Stockholder or any of its Subsidiaries, unless such Representative has agreed (in any capacity) in a writing enforceable by such party not to take any such action. Notwithstanding the restrictions set forth above in this Section 3.02(a), in the event that Stockholder receives, after the date of this Agreement and prior to obtaining the ▇▇▇▇▇▇ Stockholder Approval, a bona fide written Acquisition Proposal that did not result from any breach of this Section 3.02 and that the board of directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) to be, or to be reasonably expected to lead to, a Superior Proposal, Stockholder may (1) engage in negotiations with, furnish any information with respect to the Company and its Subsidiaries to, and afford access to the business, properties, assets, books or records of the Company and its Subsidiaries to, the Person or group (and their respective Representatives) making such Acquisition Proposal; provided, that prior to furnishing any such information, Stockholder (x) receives from such Person or group an executed confidentiality agreement containing terms and restrictions that are customary for confidentiality agreements executed in similar circumstances and (y) provides prior written notice to Spectrum and the Company; provided, further, that all such information is provided or made available to Spectrum and the Company (to the extent not previously provided or made available) substantially concurrently with it being provided or made available to such Third Party. (b) Notwithstanding anything herein to the contrary, Section 3.02(a) shall not prohibit or limit Stockholder from taking any action (or inaction) that would not constitute a breach by the ShareholderCompany, if taken by the Company, pursuant to Section 5.3 of the Merger Agreement. (c) Nothing set forth in this Agreement shall apply to or limit in any way a change of control of Stockholder (or Stockholder’s ultimate publicly traded parent company, as applicable) (whether by virtue of a merger, acquisition, consolidation or other similar transaction). (d) Stockholder agrees that, without the prior written consent of Spectrum, neither it nor any of its Affiliates shall purchase, directly or indirectly, any shares of Saturn Common Stock or securities of Spectrum convertible into or exchangeable or exercisable for shares of Saturn Common Stock.

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

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

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

Non-Solicitation. Except (a) The Company agrees that, except as set forth in Section 4.05 hereofexpressly contemplated hereby, the Shareholder hereby agrees that the Shareholder shall not, neither it nor shall it authorize any of his its Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives not to, directly or her controlled Affiliates’ directorsindirectly (i) initiate, officersseek or solicit, employees, investment bankers, attorneys, accountants or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other advisors or representatives (collectively, his or her “Representatives”) toaction that is reasonably expected to promote, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making or submission of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to the Company; (ii) participate or engage in discussions (except to notify a Person that makes an inquiry, offer or proposal related to an Acquisition Proposal with respect to the Company of the existence of the provisions of this Section 6.04 or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal with respect to the Company) or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person or group of Persons (or any of their Affiliates or Representatives) that is seeking to make, has made or could be reasonably expected to make, or otherwise in connection with, an Acquisition Proposal with respect to the Company, (iii) enter into any Contract (or any letter of intent, memorandum of understanding, agreement in principle or other effort similar contract or attempt that agreement) with respect to an Acquisition Proposal with respect to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04), (iv) take any action or exempt any third party from the restrictions on “business combinations” or any similar provision contained in any applicable Takeover Law or the Company’s Organizational Documents or grant a waiver under Section 203 of the DGCL, or (v) resolve, publicly propose or agree to do any of the foregoing. The Company shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person or group of Persons, or any of their Affiliates (other than Parent or its Affiliates), conducted heretofore by the Company or any Subsidiary thereof or any of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to a Takeover an Acquisition Proposal, and, in connection therewith, the Company shall immediately discontinue access by any Person or group of Persons, and any of their Affiliates (b) enter intoother than Parent or its Affiliates), continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person data room (virtual or otherwise) established by the Company or its Representatives for such purpose. Within two (2) Business Days from the date of this Agreement, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements with the Company or any information Subsidiary thereof in connection with consideration of any Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (ii) of this Section 6.04(a) with respect to, or otherwise knowingly cooperate in any way with any Person to a third party if (A) the Company receives a bona fide unsolicited written Acquisition Proposal with respect toto the Company from such third party after the date of this Agreement (and such Acquisition Proposal did not result from a violation of this Section 6.04) and (B) such proposal constitutes, any Takeover Proposal and the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such proposal constitutes or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to, a Superior Proposal with respect to a Takeover Proposalthe Company, (c) approve or recommendand, or publicly propose after consultation with outside legal counsel, that failure to approve or recommend, any Takeover Proposal, (d) make any statement or proposal take such action would be inconsistent with the fiduciary duties of the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended Board under applicable Law; provided that the Company may deliver non-public information to or is reasonably likely such third party only pursuant to lead to, any Takeover Proposal or enter into any a confidentiality agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior containing terms no less favorable to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Company with respect to confidentiality than the terms of the Confidentiality Agreement and that does not include any Takeover Proposal. The Shareholder shall provision calling for any exclusive right to negotiate with any third party or otherwise having the effect of prohibiting the Company from satisfying any of its obligations hereunder (an “Acceptable Confidentiality Agreement”) so long as the Company (I) concurrently provides to Parent any information and data concerning the Company or any Subsidiary or access provided to such third party that was not previously made available to Parent, and (II) sends a copy of such Acceptable Confidentiality Agreement to Parent promptly as possible (and in any event within 24 twenty-four (24) hours) following its execution and delivery (iand the Company shall not thereafter terminate, waive, amend, release or modify any material provisions of such Acceptable Confidentiality Agreement). Nothing contained in this Section 6.04 shall prohibit the Company or the Company Board from taking and disclosing to the Company Stockholders a position with respect to an Acquisition Proposal with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) notify Parent of promulgated under the identity of Exchange Act or from making any Person approaching similar disclosure, if the Shareholder Company Board has reasonably determined in good faith, (after consultation with its outside legal counsel), that the failure to do so would be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law, provided that this sentence shall not permit the Company Board to make a Takeover Proposal Company Adverse Recommendation Change, except to the extent permitted by Section 6.04(b) or indication by any Person that Section 6.04(c). Without limiting the foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy of understood that any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions contained in this Section 6.04(a) by any controlled Affiliate of the Shareholder (other than the Company) or any of the ShareholderCompany’s or his or her controlled Affiliatesits Subsidiaries’ respective Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 6.04(a) by the ShareholderCompany. (b) Neither the Company Board nor any committee thereof shall directly or indirectly (i) withhold, withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub) the approval, recommendation or declaration of advisability by the Company Board or any such committee of the transactions contemplated by this Agreement, (ii) fail to include the Company Recommendation in the Joint Proxy Statement, (iii) propose publicly to recommend, adopt or approve any Acquisition Proposal with respect to the Company, (iv) fail to publicly reaffirm or re-publish the Company Recommendation within five (5) Business Days of being requested by Parent to do so (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), (v) fail to send to the Company Stockholders, within ten (10) Business Days after the commencement of a tender or exchange offer relating to the Company Shares (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), a statement disclosing that the Company recommends rejection of such tender or exchange offer and reaffirming the Company Recommendation (provided that the taking of no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of such offer), or (vi) approve or recommend, publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into any Contract (or any letter of intent, memorandum of understanding, agreement in principle or other similar contract or agreement) with respect to an Acquisition Proposal relating to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04) (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval (but not after), and subject to the Company’s compliance at all times with the provisions of this Section 6.04 and Section 6.03, the Company Board may make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), in each case, if: (1) the Company receives a bona fide written Acquisition Proposal with respect to the Company after the date of this Agreement, that has not been withdrawn and did not result from a breach of Section 6.04(a), and the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal; and (2) the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that failure to take such action in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company Board shall not be entitled to take any such action in response to a Superior Proposal with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that the Company Board has received a Superior Proposal, specify the material terms and conditions of such Superior Proposal, identify the Person or group of Persons making such Superior Proposal and include copies of all documents pertaining to such Superior Proposal as specified in Section 6.04(g); (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal; and (z) at the end of such four (4) Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such Superior Proposal continues to constitute a Superior Proposal and that the failure to make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.04(b), and will require a new notice pursuant to clause (x) hereof, except that references in this Section 6.04(b) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (New York City time) on the second Business Day immediately following the day on which such new notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (c) Notwithstanding the first sentence of Section 6.04(b), at any time prior to obtaining the Company Stockholder Approval (but not after), in connection with any Intervening Event with respect to the Company, the Company Board may make a Company Adverse Recommendation Change if, and only if, an Intervening Event has occurred, and prior to taking such action, the Company Board determines in good faith (after consultation with its financial adviser and outside legal counsel), that the failure to make such Company Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that, the Company Board shall not be entitled to make any such Company Adverse Recommendation Change in response to an Intervening Event with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that an Intervening Event has occurred and include a reasonably detailed description of such Intervening Event; (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement so that the failure to take such action would no longer be inconsistent with the directors’ fiduciary duties under applicable Law; and (z) at the end of such four (4)Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal) that the failure to make such Company Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (d) Parent agrees that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, and Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to Parent; (ii) participate or engage in discussions (except to notify a Person that makes an inquiry, offer or proposal related to an Acquisition Proposal with respect to Parent of the existence of the provisions of this Section 6.04 or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal with respect to Parent) or negotiations with, or disclose any non-public information or data relating to Parent or any of its Subsidiaries or afford access to the properties, books or records of Parent or any of its Subsidiaries to, any Person or group of Persons (or any of their Affiliates or Representatives) that is seeking to make, has made or could be reasonably expected to make, or otherwise in connection with, an Acquisition Proposal with respect to Parent, (iii) enter into any Contract (or any letter of intent, memorandum of understanding, agreement in principle or other similar contract or agreement) with respect to an Acquisition Proposal with respect to Parent (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04), (iv) take any action or exempt any third party from the restrictions on “business combinations” or any similar provision contained in any applicable Takeover Law or Parent’s Organizational Documents or grant a waiver under Section 203 of the DGCL, or (v) resolve, publicly propose or agree to do any of the foregoing. Parent shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be ter

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) Prior to the Closing, the Shareholder hereby agrees that the Shareholder Monsoon shall not, nor and shall it authorize any cause each of his or her its controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) Affiliates and its and their respective Representatives not to, directly or indirectly, (ai) solicit, respond to, initiate, propose seek, facilitate or encourageencourage any inquiry, indication of interest, proposal or take offer from any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead Person relating to a Takeover ProposalCompeting Transaction, (bii) enter into, continue or otherwise participate in any discussions, negotiations or other communications with any other Person regarding or negotiations regardingrelating to, furnish or furnish make available to any other Person any nonpublic information with respect torelating to such party or any of its Affiliates or their respective assets in furtherance of, or otherwise knowingly cooperate in any way with way, assist or participate in, or take any action to facilitate or encourage any effort or attempt by any Person with respect toto effect or seek to effect, any Takeover Proposal a Competing Transaction or any inquiries inquiry, indication of interest, proposal, offer or offers or the making of any proposal or any other efforts or attempt request for nonpublic information that could may reasonably be expected to lead to a Takeover ProposalCompeting Transaction, or (ciii) enter into any understanding, arrangement, agreement or other commitment relating to, or consummate, a Competing Transaction. Monsoon shall, and shall cause each of its controlled Affiliates and its and their respective Representatives to, immediately cease and cause to be terminated all existing discussions and negotiations with any Person with respect to any Competing Transaction. (b) Monsoon agrees that neither the Monsoon Board nor any committee thereof shall (i)(A) withhold or withdraw (or modify in a manner adverse to Indigo Parent), or publicly propose to withhold or withdraw (or modify in a manner adverse to Indigo Parent), the recommendation by the Monsoon Board to the holders of Monsoon Ordinary Shares that they give the Monsoon Shareholder Approval or (B) approve or adopt, or recommend the approval or adoption of, or publicly propose to approve or adopt or recommend, any Competing Transaction (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”) or (ii) approve or recommend, or publicly propose to approve or recommend, or cause or permit Monsoon or any Takeover Proposalcontrolled Affiliate or any of its or their respective Representatives to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or any other Contract related to any Competing Transaction. (c) In addition to the obligations of Monsoon set forth in Sections 7.10(a) and 7.10(b), Monsoon shall promptly advise Indigo Parent orally and in writing of the receipt of any inquiry, indication of interest, proposal, offer or request for nonpublic information with respect to a Competing Transaction or that may reasonably be expected to lead to a Competing Transaction after the date hereof, including the material terms and conditions thereof and the identity of the Person making any such inquiry, indication of interest, proposal, offer or request. Monsoon shall keep Indigo Parent informed in all material respects as to the status and details (including material amendments or proposed amendments) of any such inquiry, indication of interest, proposal, offer or request. (d) make Notwithstanding the foregoing, nothing contained in this Section 7.10 or elsewhere in this Agreement shall prohibit Monsoon from (i) taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act if failure to do so would violate applicable Law or (ii) making any statement or proposal “stop, look and listen” communication to its shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act if Monsoon has determined in good faith, after consultation with legal counsel, that the failure to do so would be inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf fiduciary duties of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person Monsoon Board under applicable Law, it being understood, however, that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representativesthis Section 7.10(d) shall not be deemed to be a breach of this Section 3.03 by permit the ShareholderMonsoon Board to make an Adverse Recommendation Change.

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

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

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

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

Non-Solicitation. Except as set forth in Section 4.05 hereof, (a) Each of the Shareholder hereby agrees that the Shareholder Parties shall not, nor and shall it authorize any of his or her cause its Subsidiaries (if any) and its controlled Affiliates’ directors, Affiliates and its and their respective officers, employeesdirectors and employees not to, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (a) solicit, initiate, propose or encourage, initiate or take any other action to knowingly facilitate, facilitate (including by way of providing non-public information) or knowingly encourage or induce the submission of any Takeover Parent Acquisition Proposal or any inquiries inquiry or offers or the making of any proposal or any other effort or attempt that could would reasonably be expected to lead to a Takeover Parent Acquisition Proposal, (b) enter into, continue into or otherwise participate in any communications discussions or negotiations regardingwith, furnish any information relating to Parent or any of its Subsidiaries, or furnish afford access to the business, properties, assets, books or records of Parent or any Person any information with respect of its Subsidiaries to, or otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, facilitate or knowingly encourage any Person with respect toeffort by, any Takeover Third Party that such Shareholder Party knows, or should reasonably be expected to know, is considering, seeking to make, or has made, a Parent Acquisition Proposal or any inquiries inquiry or offers or the making of any proposal or any other efforts or attempt that could may reasonably be expected to lead to a Takeover Parent Acquisition Proposal, (c) approve enter into or recommendapprove, recommend or publicly propose declare advisable for such Shareholder Party (or any of its Subsidiaries or controlled Affiliates) to approve execute or recommendenter into, any Takeover Proposalagreement, letter of intent, understanding, agreement in principle or other similar arrangement in connection with any Parent Acquisition Proposal or (d) make resolve, propose or agree to do any statement or proposal inconsistent with of the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring foregoing. Each of the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Parties shall, and shall direct his or her Representatives cause its Subsidiaries (if any), its controlled Affiliates and its and their respective officers, directors and employees to, and shall use reasonable best efforts to cause its and their Representatives to immediately cease and cause to be terminated any and all existing communications and negotiations activities, discussions or negotiations, if any, with any Person Third Party conducted prior to the execution date of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Parent Acquisition Proposal. The In addition, each of the Shareholder Parties shall as notify the Company promptly as possible (and but in any no event within 24 later than twenty-four (24) hours) after receipt by such Shareholder Party (or any of its controlled Affiliates or Representatives) of any Parent Acquisition Proposal (including material modifications thereto) or any request for information relating to Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of Parent or any of its Subsidiaries by any Third Party that, to the knowledge of such Shareholder Party, is considering making or has made, a Parent Acquisition Proposal, which notice shall be provided in writing and shall include a written summary of (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal material correspondence relating thereto and (ii) provide the material terms and conditions of such Parent a copy of any such Takeover Acquisition Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any material modifications thereto), unlesssubject, in each case, to the terms of any Shareholder Acceptable Confidentiality Agreement. (b) Notwithstanding Section 4.03(a), if at any time prior to the Parent Approval Time (and in no event after the Parent Approval Time), (i) the Board of Directors of Parent receives a bona fide written Parent Acquisition Proposal made after the date hereof that was not solicited in breach of, and does not otherwise result from a violation of Section 7.2 of the Merger Agreement or Section 4.03 and (ii) the Board of Directors of Parent (or committee thereof) (including the Parent Special Committee) determines in good faith and after consultation with Parent’s financial advisor and outside legal counsel that (x) the failure of Parent to take the actions set forth in Section 7.2(b)(i) and Section 7.2(b)(ii) of the Merger Agreement would be inconsistent with the fiduciary duties of the Board of Directors of Parent (or, if applicable, committee thereof) under Applicable Law and (y) it is advisable for the Shareholder Parties to take the actions set forth in Section 4.03(b)(1)-(2), then (and only then) the Shareholder Parties shall be permitted to (1) engage in negotiations or discussions with any Third Party that, subject to Parent’s compliance with Section 7.2(a) of the Merger Agreement and the Shareholder Parties’ compliance with Section 4.03(a), has made after the date of this Agreement an unsolicited bona fide written Parent Acquisition Proposal that the Board of Directors of Parent (or Parent Special Committee) determines in good faith, after consultation with its financial advisor and outside legal counsel, is or is reasonably likely to lead to a Parent Superior Proposal and (2) furnish to such Third Party and its Representatives and financing sources nonpublic information relating to such Shareholder Party pursuant to a confidentiality agreement with terms no less favorable to Shareholder than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement need not include any standstill terms and shall not provide such person with any exclusive right to negotiate with Parent or any Shareholder Party) (a “Shareholder Acceptable Confidentiality Agreement”), a copy of which shall be provided substantially concurrently with its execution, to the Company for informational purposes; provided that all such non-public information (to the extent that such information has not been previously provided such notice and such copy or made available to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) is provided or any made available to the Company, as the case may be, substantially concurrently with the time it is provided or made available to such Third Party; provided further that no Shareholder Acceptable Confidentiality Agreement shall contain Section 3 of the Shareholder’s Confidentiality Agreement and upon entry into any Shareholder Acceptable Confidentiality Agreement or his or her controlled Affiliates’ Representatives (other than Parent Acceptable Confidentiality Agreement, the Company’s Representatives) parties hereby agree that the Confidentiality Agreement shall be deemed amended to be a breach of this remove and replace Section 3.03 by the Shareholder3 thereof with “[Reserved]”.

Non-Solicitation. Except (a) The Company agrees that, except as set forth in Section 4.05 hereofexpressly contemplated hereby, the Shareholder hereby agrees that the Shareholder shall not, neither it nor shall it authorize any of his its Subsidiaries shall, and the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives not to, directly or her controlled Affiliates’ directorsindirectly (i) initiate, officersseek or solicit, employees, investment bankers, attorneys, accountants or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other advisors or representatives (collectively, his or her “Representatives”) toaction that is reasonably expected to promote, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making or submission of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal with respect to the Company; (ii) participate or engage in discussions (except to notify a Person that makes an inquiry, offer or proposal related to an Acquisition Proposal with respect to the Company of the existence of the provisions of this Section 6.04 or to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal with respect to the Company) or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to, any Person or group of Persons (or any of their Affiliates or Representatives) that is seeking to make, has made or could be reasonably expected to make, or otherwise in connection with, an Acquisition Proposal with respect to the Company, (iii) enter into any Contract (or any letter of intent, memorandum of understanding, agreement in principle or other effort similar contract or attempt that agreement) with respect to an Acquisition Proposal with respect to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04), (iv) take any action or exempt any third party from the restrictions on “business combinations” or any similar provision contained in any applicable Takeover Law or the Company’s Organizational Documents or grant a waiver under Section 203 of the DGCL, or (v) resolve, publicly propose or agree to do any of the foregoing. The Company shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or negotiation with or involving any Person or group of Persons, or any of their Affiliates (other than Parent or its Affiliates), conducted heretofore by the Company or any Subsidiary thereof or any of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to a Takeover an Acquisition Proposal, and, in connection therewith, the Company shall immediately discontinue access by any Person or group of Persons, and any of their Affiliates (b) enter intoother than Parent or its Affiliates), continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person data room (virtual or otherwise) established by the Company or its Representatives for such purpose. Within two (2) Business Days from the Original Execution Date, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements with the Company or any information Subsidiary thereof in connection with consideration of any Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (ii) of this Section 6.04(a) with respect to, or otherwise knowingly cooperate in any way with any Person to a third party if (A) the Company receives a bona fide unsolicited written Acquisition Proposal with respect toto the Company from such third party after the Original Execution Date (and such Acquisition Proposal did not result from a violation of this Section 6.04) and (B) such proposal constitutes, any Takeover Proposal and the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such proposal constitutes or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to, a Superior Proposal with respect to a Takeover Proposalthe Company, (c) approve or recommendand, or publicly propose after consultation with outside legal counsel, that failure to approve or recommend, any Takeover Proposal, (d) make any statement or proposal take such action would be inconsistent with the fiduciary duties of the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended Board under applicable Law; provided that the Company may deliver non-public information to or is reasonably likely such third party only pursuant to lead to, any Takeover Proposal or enter into any a confidentiality agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior containing terms no less favorable to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Company with respect to confidentiality than the terms of the Confidentiality Agreement and that does not include any Takeover Proposal. The Shareholder shall provision calling for any exclusive right to negotiate with any third party or otherwise having the effect of prohibiting the Company from satisfying any of its obligations hereunder (an “Acceptable Confidentiality Agreement”) so long as the Company (I) concurrently provides to Parent any information and data concerning the Company or any Subsidiary or access provided to such third party that was not previously made available to Parent, and (II) sends a copy of such Acceptable Confidentiality Agreement to Parent promptly as possible (and in any event within 24 twenty-four (24) hours) following its execution and delivery (iand the Company shall not thereafter terminate, waive, amend, release or modify any material provisions of such Acceptable Confidentiality Agreement). Nothing contained in this Section 6.04 shall prohibit the Company or the Company Board from taking and disclosing to the Company Stockholders a position with respect to an Acquisition Proposal with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) notify Parent of promulgated under the identity of Exchange Act or from making any Person approaching similar disclosure, if the Shareholder Company Board has reasonably determined in good faith (after consultation with its outside legal counsel), that the failure to do so would be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law, provided that this sentence shall not permit the Company Board to make a Takeover Proposal Company Adverse Recommendation Change, except to the extent permitted by Section 6.04(b) or indication by any Person that Section 6.04(c). Without limiting the foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy of understood that any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions contained in this Section 6.04(a) by any controlled Affiliate of the Shareholder (other than the Company) or any of the ShareholderCompany’s or his or her controlled Affiliatesits Subsidiaries’ respective Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 6.04(a) by the ShareholderCompany. (b) Neither the Company Board nor any committee thereof shall directly or indirectly (i) withhold, withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub), or publicly propose to withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub) the approval, recommendation or declaration of advisability by the Company Board or any such committee of the transactions contemplated by this Agreement, (ii) fail to include the Company Recommendation in the Proxy Statement, (iii) propose publicly to recommend, adopt or approve any Acquisition Proposal with respect to the Company, (iv) fail to publicly reaffirm or re-publish the Company Recommendation within five (5) Business Days of being requested by Parent to do so (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), (v) fail to send to the Company Stockholders, within ten (10) Business Days after the commencement of a tender or exchange offer relating to the Company Shares (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), a statement disclosing that the Company recommends rejection of such tender or exchange offer and reaffirming the Company Recommendation (provided that the taking of no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of such offer), or (vi) approve or recommend, publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into any Contract (or any letter of intent, memorandum of understanding, agreement in principle or other similar contract or agreement) with respect to an Acquisition Proposal relating to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04) (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”). Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval (but not after), and subject to the Company’s compliance at all times with the provisions of this Section 6.04 and Section 6.03, the Company Board may make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), in each case, if: (1) the Company receives a bona fide written Acquisition Proposal with respect to the Company after the Original Execution Date, that has not been withdrawn and did not result from a breach of Section 6.04(a), and the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal; and (2) the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that failure to take such action in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the Company Board shall not be entitled to take any such action in response to a Superior Proposal with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that the Company Board has received a Superior Proposal, specify the material terms and conditions of such Superior Proposal, identify the Person or group of Persons making such Superior Proposal and include copies of all documents pertaining to such Superior Proposal as specified in Section 6.04(d); (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal; and (z) at the end of such four (4) Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such Superior Proposal continues to constitute a Superior Proposal and that the failure to make a Company Adverse Recommendation Change or terminate this Agreement in order to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 6.04(a), in response to such Superior Proposal would be inconsistent with the directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.04(b), and will require a new notice pursuant to clause (x) hereof, except that references in this Section 6.04(b) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (New York City time) on the second Business Day immediately following the day on which such new notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (c) Notwithstanding the first sentence of Section 6.04(b), at any time prior to obtaining the Company Stockholder Approval (but not after), in connection with any Intervening Event with respect to the Company, the Company Board may make a Company Adverse Recommendation Change if, and only if, an Intervening Event has occurred, and prior to taking such action, the Company Board determines in good faith (after consultation with its financial adviser and outside legal counsel), that the failure to make such Company Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that, the Company Board shall not be entitled to make any such Company Adverse Recommendation Change in response to an Intervening Event with respect to the Company unless (x) the Company provides written notice to Parent at least four (4) Business Days in advance of taking any such action, which notice shall advise Parent that an Intervening Event has occurred and include a reasonably detailed description of such Intervening Event; (y) the Company negotiates in good faith with Parent (to the extent Parent wishes to negotiate) during such four (4) Business Day period to make such revisions to the terms of this Agreement so that the failure to take such action would no longer be inconsistent with the directors’ fiduciary duties under applicable Law; and (z) at the end of such four (4) Business Day period the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any alternative transaction proposed in writing by Parent, all financial, legal, regulatory and other terms and conditions of any such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal) that the failure to make such Company Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (d) As promptly as practicable after receipt thereof (and in any event, within one (1) Business Day), the Company shall advise Parent in writing of any Acquisition Proposal with respect to the Company received from any Person or group of Persons, or any request for information, inquiry, discussions or negotiations with respect to any Acquisition Proposal with respect to the Company, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Company shall promptly (and in any event, within one (1) Business Day) provide to Parent copies of any written materials received by the Company in connection with any of the foregoing and the identity of the Person or group of Persons making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. The Company shall simultaneously provide to Parent any non-public information concerning the Company or its Subsidiaries provided to any other Person or group of Persons in connection with any Acquisition Proposal which was not previously provided to Parent. The Company shall keep Parent promptly and fully informed of the status of any Acquisition Proposals (including the identity of the parties and price involved and any changes to any material terms and conditions thereof). The Company shall not release, or permit any of its Affiliates to release, any Person from, or waive any provisions of, any confidentiality or standstill agreement to which it is a party or fail to enforce, to the fullest extent permitted under applicable Law, any such standstill or similar agreement to which it is party.

Non-Solicitation. Except (a) Subject to the provisions of this Section 6.2, and except for actions or omissions taken by or at the direction of Parent or Merger Sub, or their respective Affiliates, including in such Person's capacity as set forth in Section 4.05 hereofa director, officer or employee of any of the Group Companies or otherwise, during the Pre-Closing Period, the Shareholder hereby agrees that the Shareholder Company shall not, nor and shall it not authorize or permit any of his its Representatives, any of the Company's Subsidiaries or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) any of their respective Representatives to, directly or indirectly, : (ai) solicit, initiate, propose initiate or encourage, or take knowingly encourage any other action to knowingly facilitate, any Takeover Competing Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt offer that could reasonably be expected to lead to a Takeover Competing Proposal, ; (bii) enter into, continue or otherwise participate engage in any communications discussions or negotiations regarding, with any Person or furnish to any Person (or any representative thereof) any non-public information with respect toto the Company or any of its Subsidiaries, or otherwise knowingly cooperate in any way with any Person (or any representative thereof), in each case, with respect tothe intent to induce the making of, any Takeover a Competing Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt offer that could reasonably be expected to lead to a Takeover Competing Proposal; (iii) approve, (c) approve or recommendendorse, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal recommend or enter into any written agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar written agreement or any Contract relating to any Competing Transaction (other than an Acceptable Confidentiality Agreement entered into in principle requiring accordance with Section 6.2(b)); (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement to which the Shareholder Company is a party and the Company shall promptly take all actions necessary to abandon, terminate or breach his cause to be terminated any such waiver previously granted with respect to any provision of any such standstill, confidentiality or her obligations hereunder similar agreement and to enforce such standstill, confidentiality or fail similar agreement; or (v) authorize or direct any of the Representatives of the Company or any of its Subsidiaries to consummate take any action or resolve to propose, agree or publicly announce an intention to do any of the transactions contemplated herebyforegoing. (b) Notwithstanding anything in this Agreement to the contrary, at any time on or after the date hereof and prior to the Closing, following the receipt of a bona fide written proposal or offer regarding a Competing Transaction that was not obtained in violation of this Section 6.2, (i) the Company, the Special Committee, or their respective Representatives may communicate with the Person or group of Persons who has made such proposal or offer to clarify and understand the terms and conditions thereof, and notify such Persons of the restrictions of this Section 6.2(b), (ii) the Company and its Representatives may furnish nonpublic information in response to the request of the Person or group of Persons who has made such proposal or offer, provided that (x) prior to furnishing such nonpublic information, the Company receives from such Person or group of Persons an executed Acceptable Confidentiality Agreement, and (y) concurrently with furnishing any such nonpublic information to such Person or group of Persons, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished or made available by the Company to Parent), and (iii) the Company, the Special Committee and their respective Representatives may engage or participate in any discussions or negotiations with the Person or group of Persons who has made such proposal or offer; provided further that prior to taking any actions described in clause (ii) or (iii), the Special Committee shall (A) have determined in good faith, after consultation with its outside legal counsel, that such proposal or offer constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal, and (B) provide Parent with written notice of the receipt by the Company of any Competing Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to a Competing Proposal (including the identity of the Person or group of Persons making or submitting such Competing Proposal, and details of the material terms and conditions thereof) prior to or concurrently with taking any such action. (c) The Company shall keep Parent promptly and reasonably informed with respect to (i) any inquiry or indication of interest that could lead to a Competing Proposal, (ii) the status of any such Competing Proposal and (iii) the status, any material developments and the terms of any material modification thereto. The Shareholder shallCompany agrees that it will not enter into any agreement with any Person subsequent to the date hereof that prohibits the Company from providing any information or materials to Parent in accordance with, and or otherwise complying with, this Section 6.2(c). (d) The Company shall direct his or her Representatives to, immediately cease and cause to be terminated all any discussions existing communications and negotiations as of the date hereof with any Person conducted or group of Persons that relate to or for the purpose of knowingly encouraging or facilitating any Competing Proposal. (e) During the Pre-Closing Period, neither the Company nor the Board (in accordance with Section 10.16) nor any committee thereof shall (i) withhold, withdraw, amend, qualify or modify, in a manner adverse to Parent or Merger Sub, the Company Recommendation, (ii) adopt, approve or recommend any Competing Transaction, (iii) fail to recommend against any Competing Transaction subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Competing Transaction, or (iv) resolve or agree to take any of the foregoing actions (any of the actions or events described in clauses “(i)” through “(iv),” a “Change in Company Recommendation”). (f) Notwithstanding anything in this Agreement to the contrary, prior to the execution Closing, if in response to the receipt by the Company of a Competing Proposal, the Board or the Special Committee determines in good faith, upon the direction of the Special Committee following consultation with its financial advisor and outside legal counsel, that such offer or proposal constitutes a Superior Proposal and that the failure to take such action could reasonably be expected to be inconsistent with its fiduciary duties under applicable Laws, the Board or the Special Committee, as the case may be, may make a Change in Company Recommendation in respect of such Superior Proposal and cause the Company to terminate this Agreement under Section 9.1(c)(ii); provided that (i) the Board or the Special Committee has first notified Parent in writing of its intent to take such action (any such notice, a “Change in Company Recommendation Notice”), which notice shall contain the identity of the Person making the Superior Proposal, specify the material terms of the Superior Proposal, contain a copy of the material documents and/or agreements providing for the Superior Proposal and indicate that the Board or the Special Committee intends to effect a Change in Company Recommendation and terminate this Agreement; (ii) if requested by Parent in writing, the Company shall, and shall cause its Representatives to, for a period of at least five (5) Business Days following receipt by Parent of the Change in Company Recommendation Notice (such time period, the “Notice Period”) and prior to making any such Change in Company Recommendation and terminating this Agreement, negotiate with Parent and any Representative of Parent in good faith (to the extent Parent desires to negotiate) to permit Parent to propose amendments to the terms and conditions of this Agreement and the Transactions (a “Parent Proposal”); (iii) following the Notice Period, and taking into account any Parent Proposal received during the Notice Period, the Board or the Special Committee shall have considered in good faith such Parent Proposal, if any, and shall, prior to making any such Change in Company Recommendation and terminating this Agreement, have determined, in respect of such Superior Proposal, following consultation with its financial advisor and outside legal counsel, that the Superior Proposal would continue to constitute a Superior Proposal if the revisions proposed in such Parent Proposal, if any, were to be given effect; (iv) such Superior Proposal did not result from a material breach of this Section 6.2 (other than any such breach caused by Parent, Merger Sub, the Rollover Shareholders, the Sponsor, the Guarantor or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal their respective Affiliates); and (iiv) provide Parent a copy of any such Takeover Proposal in the event that the Board or the Special Committee (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or requestin accordance with Section 10.16) causes the Company to terminate this Agreement in accordance with this Section 6.2(f) pursuant to Section 9.1(c)(ii), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided shall pay to Parent the Company Termination Fee in accordance with Section 9.3(a). The Company acknowledges and agrees that, in connection with a Change in Company Recommendation Notice delivered in connection with a Competing Proposal that is determined to be a Superior Proposal for purpose of this Section 6.2(f), each successive material modification to the financial terms of such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) Competing Proposal shall be deemed to constitute a new Competing Proposal and shall trigger a new Notice Period, except that the Notice Period shall be a breach of this Section 3.03 by the Shareholderat least three (3) Business Days.

Non-Solicitation. Except (a) No Solicitation or Negotiation. Subject to any actions which Allergan is required to take so as to comply with the requirements of the Takeover Rules, from the date of this Agreement until the earlier of Effective Time and the valid termination of this Agreement pursuant to and in accordance with Article 9, except as otherwise set forth in this Section 4.05 hereof5.3, the Shareholder hereby agrees that the Shareholder Allergan shall not, nor and it shall it authorize any of his or her controlled Affiliates’ cause its Subsidiaries and its and their respective directors, officersofficers and employees not to, employees, investment bankers, attorneys, accountants or and it shall use reasonable best efforts to cause its and its Subsidiaries’ other advisors or representatives (collectively, his or her “Representatives”) Representatives not to, directly or indirectly, : (ai) solicit, initiate, propose or encourage, initiate or take any other action to knowingly facilitate, facilitate or knowingly encourage (including by way of furnishing information to any Takeover Person in connection with) the submission of any Allergan Alternative Proposal or any inquiries or offers or the making of any indication, proposal or any other effort or attempt inquiry that could would reasonably be expected to lead to a Takeover an Allergan Alternative Proposal, ; (bii) enter into, continue into or otherwise participate in any communications discussions or negotiations regardingwith, or furnish to any Person any information with respect relating to Allergan or any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of Allergan or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any Person with respect toeffort by, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt Third Party that could would reasonably be expected to lead seek to a Takeover Proposalmake, or has made, an Allergan Alternative Proposal (except to notify such Person as to the existence of the provisions of this Section 5.3); (iii) (A) withdraw or qualify, amend or modify in any manner adverse to AbbVie, the Scheme Recommendation or the recommendation contemplated by Section 3.6(c), if applicable, (cB) approve fail to include the Scheme Recommendation in the Scheme Document or the Proxy Statement, (C) recommend, adopt or approve or publicly propose to approve or recommend, adopt or approve any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation Allergan Alternative Proposal or (eD) enter into any Acquisition Agreement constituting or relating to, or which is intended fail to or is reasonably likely reaffirm the Scheme Recommendation in a statement complying with Rule 14e-2(a) under the Exchange Act with regard to lead to, any Takeover an Allergan Alternative Proposal or enter into any agreement or agreement in principle requiring connection with such action by the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate close of business on the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to 10th Business Day after the execution commencement of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hourssuch Allergan Alternative Proposal under Rule 14e-2(a) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by in this clause (iii), an “Allergan Change of Recommendation”); (iv) take any controlled Affiliate of the Shareholder (action to make any “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or “business combination statute or regulation” or other than the Company) similar anti-takeover laws and regulations under applicable Law inapplicable to any Third Party or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.Allergan Alternative Proposal; or

Non-Solicitation. Except as set forth (a) Target agrees with Buyer that (except to the extent Buyer has otherwise consented in Section 4.05 hereof, writing) until this Agreement is terminated: (i) Target shall immediately cease and cause to be terminated and shall cause its Subsidiaries to immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Buyer) with respect to any Alternative Proposal; (ii) Target shall not waive or vary any terms or conditions of any confidentiality or standstill agreements that it entered into with any Persons that were considering any Alternative Proposal; (iii) Target shall close all data or information rooms previously maintained regarding Target in order to solicit bids or expressions of interest in relation to Target or its Properties or assets and request the Shareholder hereby agrees that the Shareholder return or destruction of all confidential information from such parties; and (iv) None of Target or its Subsidiaries shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (athrough investment bankers or otherwise) solicit, initiate, propose initiate or encourageencourage submission of proposals or offers from any Person relating to, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposalto, (b) enter intoor facilitating or encouraging any effort or attempt with respect to, continue any Alternative Proposal or otherwise participate in any communications or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommendwith, or publicly propose to approve assist or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal participate in or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives relating to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted Alternative Proposal; provided, however, that, prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Extraordinary General Meeting, Target may, in response to an unsolicited written proposal with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with an Alternative Proposal from a Takeover Proposal or indication by any Person third party that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be did not result from a breach of this Section 3.03 5.2 and that the Board of Directors of Target determines, in its good faith and reasonable judgment, and after consultation with and the receipt of a written opinion of the Financial Advisor, that such proposal is a Superior Proposal, enter into a customary confidentiality agreement, furnish information to, and negotiate, explore or otherwise engage in substantive discussions with, such third party, but only if the Board of Directors of Target determines, in its good faith and reasonable judgment after consultation with and the receipt of a written opinion from its outside legal counsel, that taking such action is required to comply with the fiduciary duties of the Board of Directors of Target under applicable Law. (b) Except as expressly permitted by this Section 5.2, neither the Shareholder.Board of Directors of Target nor any committee thereof shall (i) withdraw or modify, or propose publicly

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

Non-Solicitation. (1) Except as set forth provided in Section 4.05 hereofthis Article 5, the Shareholder hereby agrees that the Shareholder Company and its Subsidiaries shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively, “Representatives”): (a) solicit, assist, initiate, propose encourage or encourageotherwise facilitate (including by way of furnishing or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information, properties, facilities, books or records of the Company or any inquiries of its Subsidiaries or offers entering into any form of agreement, arrangement or the making of understanding) any inquiry, proposal or any other effort offer that constitutes or attempt that could reasonably be expected to constitute or lead to a Takeover to, an Acquisition Proposal, ; (b) continue, enter into, continue into or otherwise engage or participate in any communications discussions or negotiations regardingwith any Person (other than the Purchasers and their affiliates) regarding any Acquisition Proposal or inquiry, proposal or furnish offer reasonably expected to lead to an Acquisition Proposal, provided that the Company may (i) communicate in writing (with a copy to the Purchasers) to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or solely for the making purposes of clarifying the terms of any inquiry, proposal or any other efforts offer made by such Person that constitutes or attempt that could would reasonably be expected to constitute or lead to to, an Acquisitions Proposal (provided such inquiry, proposal or offer did not result from a Takeover breach by the Company of its obligations under this Article 5); (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) approve make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Takeover ProposalAcquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (d5) make any statement Business Days following such announcement or proposal inconsistent with public disclosure will not be considered to be in violation of this Section 5.1 (or in the event that the Company Meetings are scheduled to occur within such five (5) Business Days period, prior to the third (3rd) Business Day prior to the date of the Company Meetings), provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation or before the end of such five (5) Business Day period); or (e) accept, approve, endorse, recommend or execute or enter into any Acquisition Agreement constituting or relating topublicly propose to accept, approve, endorse, recommend or which is intended to or is reasonably likely to lead to, any Takeover Proposal execute or enter into any agreement, letter of intent, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement or agreement permitted by and in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. accordance with Section 5.3). (2) The Shareholder Company shall, and shall direct his or her cause its Subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated all existing communications and negotiations terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person conducted prior to (other than the execution of this Agreement by or on behalf of Purchasers, the Shareholder or any of his or her Representatives Equity Investor and their respective affiliates) with respect to any Takeover inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal. The Shareholder shall as promptly as possible (, and in connection therewith, the Company will: (a) immediately discontinue disclosure of information to and access to the Data Room, any event confidential information, properties, facilities and books and records for any such Person; and (b) within 24 hoursthree (3) Business Days of the date hereof, request to the extent it is entitled to do so, (i) notify Parent the return or destruction of the identity all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unlessPerson, in each casecase using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company covenants and agrees that (i) it shall take all commercially reasonable action necessary to enforce each confidentiality, the Company has previously provided such notice and such copy standstill or similar agreement, restriction or covenant to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) which it or any of its Subsidiaries is a party and (ii) neither it, nor any of its Subsidiaries or any of their respective Representatives have or will, without the Shareholderprior written consent of the Purchasers (which may be withheld or delayed in the Purchasers’ sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company or his any of its Subsidiaries under any confidentiality, standstill or her controlled Affiliates’ Representatives similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party (other than it being acknowledged by the Company’s Representatives) Purchasers that the automatic termination or release of any standstill restrictions as a result of entering into and announcing this Agreement shall be deemed to not be a breach violation of this Section 3.03 by the Shareholder5.1(3)).

Non-Solicitation. (a) Except as set forth in to the extent permitted by Section 4.05 5.4 of the Merger Agreement and subject to Section 2.7 hereof, the Shareholder hereby Investor agrees that the Shareholder shall he will not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (ai) solicit, initiate, propose propose, knowingly facilitate or encourageencourage (including by providing nonpublic information) any inquiries, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries proposals or offers or the making of any proposal or any other effort efforts or attempt attempts that could constitute or would reasonably be expected to lead to a Takeover any Competing Proposal, (bii) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person person any material nonpublic information with respect to, or otherwise knowingly cooperate in any way with any Person with respect toinquiries, any Takeover Proposal or any inquiries proposals or offers or the making of any proposal or any other efforts or attempt attempts that could constitute or would reasonably be expected to lead to, any Competing Proposal, (iii) engage, continue or participate in discussions or negotiations with any person with respect to any inquiries, proposals or offers or any other efforts or attempts that constitute or would reasonably be expected to lead to a Takeover any Competing Proposal, (civ) approve approve, endorse or recommend, or publicly propose to approve approve, endorse or recommend, any Takeover Competing Proposal, (dv) make any public statement or proposal inconsistent with the Company Recommendation Board Recommendation, or (evi) enter into any Acquisition Agreement constituting merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar document relating to, or which is intended to or is reasonably likely to lead to, any Takeover a Competing Proposal or enter into any agreement or agreement in principle requiring the Shareholder Investor to abandon, terminate or breach his or her its obligations hereunder or fail to consummate the transactions contemplated hereby. . (b) The Shareholder shallInvestor shall promptly (and in no event later than twenty-four (24) hours) notify Parent in the event that the Investor receives (i) any Competing Proposal, and shall direct his (ii) any request for non-public information relating to the Company or her Representatives to, immediately cease and cause any Company Subsidiary other than requests submitted by Persons with whom the Investor is permitted to be terminated all existing communications engage in discussions and negotiations with any Person conducted prior pursuant to the execution of this Agreement by or on behalf Section 5.4 of the Shareholder Merger Agreement covered by an Acceptable Confidentiality Agreement or (iii) any of his inquiry or her Representatives with respect to request for discussions or negotiations regarding any Takeover Competing Proposal. The Shareholder Investor shall as notify Parent promptly as possible (and in any event within 24 hours) (i) notify Parent of with the identity of any such Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal Competing Proposal, inquiry or request (or, where no such copy is available, a reasonably detailed description of such Takeover Competing Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation The Investor shall keep Parent reasonably informed on a reasonably current basis of the foregoing restrictions by status of any controlled Affiliate Competing Proposal (including any material modifications to the terms thereof) and shall provide Parent with copies of the Shareholder (other than the Company) all written proposals or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderoffers with respect to, and all draft documentation reflecting material revisions to, such Competing Proposal.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and ACME shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications discussions and negotiations (including, without limitation, through any of its Representatives on its behalf), if any, with any Person parties conducted prior to before the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Date with respect to any Takeover Proposal. The Shareholder Acquisition Proposal and shall as promptly as possible immediately request the return or destruction of all information provided to any third parties which have entered into a confidentiality agreement with ACME relating to an Acquisition Proposal and shall use reasonable commercial efforts to ensure that such requests are honoured. (and in b) ACME shall not, directly or indirectly, do or authorize or permit any event within 24 hours) of its Representatives to, directly or indirectly, do, any of the following: (i) notify Parent solicit, facilitate, initiate or encourage (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) or take any action to solicit, initiate or encourage any inquiry or communication or the making of any proposal or offer to ACME or the ACME Shareholders from any Person which constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions): (A) any acquisition of all or substantially all of the identity assets of ACME; (B) an amalgamation, arrangement, merger, or consolidation involving ACME; or (C) any take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction involving ACME or any other transaction, the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Amalgamation or which would or could reasonably be expected to materially reduce the benefits to RDT under this Agreement or the Amalgamation (any such inquiry or proposal in respect of any Person approaching of the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and foregoing being an “Acquisition Proposal”); (ii) provide Parent a copy enter into or participate in any negotiations or discussions regarding an Acquisition Proposal, or furnish to any other Person any information with respect to its business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry other Person to do or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy seek to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or do any of the Shareholder’s foregoing; (iii) waive, or his otherwise forbear in the enforcement of, or her controlled Affiliates’ Representatives enter into or participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect of, any rights or other benefits of ACME under confidential information agreements, including, without limitation, any “standstill provisions” thereunder; or (iv) accept, recommend, approve or enter into an agreement to implement an Acquisition Proposal, (c) ACME shall ensure that the officers, directors and employees of ACME and any investment bankers, legal and other than advisers and representatives retained by ACME are aware of the Company’s Representatives) provisions of this Section 9.6, and ACME shall be deemed to be a responsible for any breach of this Section 3.03 9.6 by the Shareholdersuch officers, directors, employees, investment bankers, advisers and representatives.

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

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

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) Lambda agrees that, except as expressly contemplated by this Agreement, neither it nor any of the Lambda Subsidiaries shall, and Lambda shall use its reasonable best efforts, and shall cause each of the Lambda Subsidiaries to use their respective reasonable best efforts to, cause their respective Representatives not to (i) directly or indirectly initiate or solicit, initiate, propose or encourage, knowingly encourage or take knowingly facilitate (including by way of furnishing non-public information relating to Lambda or any other action to knowingly facilitate, any Takeover Proposal or of the Lambda Subsidiaries) any inquiries or offers or the making or submission of any proposal that constitutes, or any other effort or attempt that could reasonably be expected to lead to, an Acquisition Proposal with respect to a Takeover ProposalLambda, (bii) enter intoother than clarifying terms of the Acquisition Proposal in accordance with the penultimate sentence of this Section 5.4(a), continue participate or otherwise participate engage in any communications discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to Lambda or any of the Lambda Subsidiaries or afford access to the properties, books or records of Lambda or any of the Lambda Subsidiaries to any Person any information that has made an Acquisition Proposal with respect to Lambda or to any Person in contemplation of making an Acquisition Proposal with respect to Lambda or (iii) accept an Acquisition Proposal with respect to Lambda or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding, (A) constituting or related to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal that is intended to or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommendto, any Takeover Proposal, Acquisition Proposal with respect to Lambda (dother than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.4) make any statement or proposal inconsistent with the Company Recommendation or (eB) enter into any Acquisition Agreement constituting or relating torequiring, intending to cause, or which is intended could reasonably be expected to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder cause Lambda to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Integrated Mergers or any other transaction contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of by this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is availableeach, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request“Lambda Acquisition Agreement”), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by the Lambda Subsidiaries or by any controlled Affiliate Representatives of the Shareholder (other than the Company) Lambda who are directors or any executive officers of the Shareholder’s Lambda, whether or his not such Representative is so authorized and whether or her controlled Affiliates’ Representatives (other than the Company’s Representatives) not such Representative is purporting to act on behalf of Lambda or otherwise, shall be deemed to be a breach of this Agreement by Lambda. Notwithstanding anything to the contrary in this Agreement, prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the time the Lambda Stockholder Approval is obtained, Lambda and the Lambda Board may take any actions described in clause (ii) in the first sentence of this Section 3.03 5.4(a) with respect to a third party if (w) after the date of this Agreement and prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the Shareholdertime the Lambda Stockholder Approval is obtained, Lambda receives a written Acquisition Proposal with respect to Lambda from such third party (and such Acquisition Proposal was not initiated, solicited, knowingly encouraged or knowingly facilitated by Lambda or any of the Lambda Subsidiaries or any of their respective Representatives), (x) Lambda provides Pi the notice required by Section 5.4(g) with respect to such Acquisition Proposal, (y) the Lambda Board determines in good faith (after consultation with Lambda’s financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to a Superior Proposal with respect to Lambda, and (z) the Lambda Board determines in good faith (after consultation with Lambda’s outside legal counsel) that the failure to participate in such discussions or negotiations or to disclose such information or data to such third party would be inconsistent with its fiduciary duties; provided that Lambda shall not deliver any information to such third party without first entering into an Acceptable Confidentiality Agreement with such third party. Notwithstanding the limitations set forth in this Section 5.4(a) and subject to compliance with Lambda’s obligations contained in Section 5.4(g), if Lambda receives, following the date hereof and prior to the earlier of (1) delivery of the Requisite Lambda Support Agreements or (2) in the event of a Lambda Stockholder Meeting Election by Pi, the time the Lambda Stockholder Approval is obtained, a bona fide written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 5.4, Lambda and its Representatives may contact the Person or any of such Person’s Representatives who has made such Acquisition Proposal solely to clarify the terms of such Acquisition Proposal so that Lambda may inform itself about such Acquisition Proposal. Nothing contained in this Section 5.4 shall prohibit Lambda or the Lambda Board from taking and disclosing to the Lambda Stockholders a position with respect to an Acquisition Proposal with respect to Lambda pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (b) Neither (i) the Lambda Board nor any committee thereof shall directly or indirectly (A) withhold or withdraw (or amend, modify or qualify in a manner adverse to Pi, Merger Sub Inc. or Merger Sub LLC), or publicly propose or announce any intention to withhold or withdraw (or amend, modify or qualify in a manner adverse to Pi, Merger Sub Inc. or Merger Sub LLC), the Lambda Recommendation or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal with respect to Lambda (any action described in this clause (i) being referred to as a “Lambda Adverse Recommendation Change”) nor (ii) shall Lambda or any of the Lambda Subsidiaries execute or enter into a Lambda Acquisition Agreement. Notwithstanding the foregoing, at any time prior to obtaining the Lambda Stockholder Approval, and subject to Lambda’s compliance in all material respects at all times with the provisions of this Section 5.4 and Section 5.3, in response to a Superior Proposal with respect to Lambda that was not initiated, solicited, knowingly encouraged or knowingly facilitated by Lambda or any of the Lambda Subsidiaries or any of their respective Representatives, the Lambda Board may make a Lambda Adverse Recommendation Change; provided, however, that Lambda shall not be entitled to exercise its right to make a Lambda Adverse Recommendation Change in response to a Superior Proposal with respect to Lambda (x) until three (3) Business Days after Lambda provides written notice to Pi (a “Lambda Notice”) advising Pi that the Lambda Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and identifying the Person or group making such Superior Proposal, (y) if during such three (3) Business Day period, Pi proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Lambda Board determines in good faith (after consultation with Lambda’s financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal, including any conditions to and expected timing of consummation, and any risks of non-consummation of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to Lambda and its stockholders as the Superior Proposal (it being understood that any change in the financial or other material terms of a Superior Proposal shall require a new Lambda Notice and a new two (2) Business Day period under this Section 5.4(b)) and (z) unless the Lambda Board, after consultation with outside legal counsel, determines that the failure to make a Lambda Adverse Recommendation Change would be inconsistent with its fiduciary duties.

Non-Solicitation. Except (a) ReShape agrees that, except as set forth in Section 4.05 hereofexpressly contemplated hereby, the Shareholder hereby agrees that the Shareholder shall not, neither it nor shall it authorize any of his its Subsidiaries shall, and ReShape shall, and shall cause its Subsidiaries to, instruct its and their respective Representatives not to directly or her controlled Affiliates’ directorsindirectly (i) initiate, officersseek, employeesor solicit, investment bankers, attorneys, accountants or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other advisors or representatives (collectively, his or her “Representatives”) toaction that is reasonably expected to promote, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to ReShape, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to ReShape or any of its Subsidiaries or afford access to the properties, books or records of ReShape or any of its Subsidiaries to any Person that has made an Acquisition Proposal with respect to ReShape, or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other effort similar agreement, with respect to an Acquisition Proposal with respect to ReShape (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04). ReShape shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or attempt that negotiation with or involving any Person (other than Obalon and its Affiliates) conducted heretofore by ReShape or any Subsidiary thereof or any of its or their respective Representatives, with respect to an Acquisition Proposal or which could reasonably be expected to lead to an Acquisition Proposal and in connection therewith, ReShape will immediately discontinue access by any Person (other than Obalon and its Affiliates) to any data room (virtual or otherwise) established by ReShape or its Representatives for such purpose. Notwithstanding anything to the contrary in this Agreement, prior to obtaining ReShape Stockholder Approval, ReShape and the ReShape Board may take any actions described in clause (ii) of this Section 6.04(a) with respect to a Takeover Proposalthird party if (x) ReShape receives a written Acquisition Proposal with respect to ReShape from such third party (and such Acquisition Proposal was not initiated, sought, ​ ​ solicited, knowingly encouraged or facilitated in violation of this Section 6.04) and (y) such proposal constitutes, or ReShape Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that such proposal is reasonably be expected to lead to, a Superior Proposal with respect to ReShape, provided that ReShape may deliver non-public information to such third party only pursuant to a confidentiality agreement containing terms no less favorable to ReShape with respect to confidentiality than the terms of the Confidentiality Agreement (including any standstill agreement or similar provisions) (an “Acceptable Confidentiality Agreement”). Nothing contained in this Section 6.04 shall prohibit ReShape or ReShape Board from taking and disclosing to holders of ReShape Common Stock a position with respect to an Acquisition Proposal with respect to ReShape pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law if the ReShape Board has reasonably determined in good faith, after consultation with ReShape’s outside legal counsel, that the failure to do so would be reasonably likely to be a breach of its fiduciary duties to the ReShape Stockholders; provided that this sentence shall not permit the ReShape Board to make a ReShape Adverse Recommendation Change, except to the extent permitted by Section 6.04(b) or Section 6.04(c). (b) enter intoNeither the ReShape Board nor any committee thereof shall directly or indirectly (i) withhold, continue withdraw (or otherwise amend, qualify or modify in a manner adverse to Obalon or Merger Sub), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Obalon or Merger Sub), the approval, recommendation or declaration of advisability by the ReShape Board or any such committee of the transactions contemplated by this Agreement, (ii) propose publicly to recommend, adopt or approve, any Acquisition Proposal with respect to ReShape, or (iii) fail to reaffirm or re-publish the ReShape Recommendation within five (5) Business Days of being requested by Obalon to do so (any action described in this sentence being referred to as a “ReShape Adverse Recommendation Change”). For the avoidance of doubt, a change of ReShape Recommendation to “neutral” is a ReShape Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining ReShape Stockholder Approval, and subject to ReShape’s compliance at all times with the provisions of this Section 6.04 and Section 6.03, in response to a Superior Proposal with respect to ReShape that has not been withdrawn and did not result from a breach of Section 6.04(a), the ReShape Board may make a ReShape Adverse Recommendation Change; provided, however, that unless the ReShape Stockholders’ Meeting is scheduled to occur within the next ten (10) Business Days, ReShape shall not be entitled to exercise its right to make a ReShape Adverse Recommendation Change in response to a Superior Proposal with respect to ReShape (x) until five (5) Business Days after ReShape provides written notice to Obalon advising Obalon that the ReShape Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group making such Superior Proposal and including copies of all documents pertaining to such Superior Proposal (y) if during such five (5) Business Day period, Obalon proposes any alternative transaction (including any modifications to the terms of this Agreement), unless ReShape Board determines in good faith, after good faith negotiations between ReShape and Obalon (if such negotiations are requested by Obalon) during such five (5) Business Day period (after taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such alternative transaction proposal is not at least as favorable to ReShape and its stockholders as the Superior Proposal and (z) unless ReShape Board determines that the failure to make a ReShape Adverse Recommendation Change would be a breach of its fiduciary obligations. (c) Notwithstanding the first sentence of Section 6.04(b), at any time prior to obtaining ReShape Stockholder Approval, in connection with any Intervening Event, the ReShape Board may make a ReShape Adverse Recommendation Change, after ReShape Board (i) determines in good faith that the failure to make such ReShape Adverse Recommendation Change would be a breach of its fiduciary duties to the stockholders of ReShape, (ii) determines in good faith that the reasons for making ​ ​ such ReShape Adverse Recommendation Change are independent of and unrelated to any pending Acquisition Proposal with respect to ReShape, and (iii) provides written notice to Obalon (a “ReShape Notice of Change”) advising Obalon that ReShape Board is contemplating making a ReShape Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that, unless the ReShape Stockholders’ Meeting is scheduled to occur within the next five (5) Business Days, (x) ReShape Board may not make such a ReShape Adverse Recommendation Change until the fifth Business Day after receipt by Obalon of ReShape Notice of Change and (y) during such five (5) Business Day period, at the request of Obalon, ReShape shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow ReShape Board not to make such ReShape Adverse Recommendation Change, consistent with its fiduciary duties. (d) Obalon agrees that, except as expressly contemplated hereby, neither it nor any of its Subsidiaries shall, and Obalon shall, and shall instruct its Subsidiaries to, instruct its and their respective Representatives not to directly or indirectly (i) initiate, seek, or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal with respect to Obalon, (ii) participate or engage in any communications discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to Obalon or any of its Subsidiaries or afford access to the properties, books or records of Obalon or any of its Subsidiaries to any Person any information that has made an Acquisition Proposal with respect to Obalon, or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, or other similar agreement with respect to an Acquisition Proposal with respect to Obalon (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.04). Obalon shall, and shall cause its Subsidiaries and instruct its and their respective Representatives to, immediately upon the execution of this Agreement cause to be terminated any solicitation, encouragement, discussion or otherwise knowingly cooperate in any way negotiation with or involving any Person (other than ReShape and its Affiliates) conducted heretofore by Obalon or any Subsidiary thereof or any of its or their respective Representatives, with respect to, any Takeover to an Acquisition Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that which could reasonably be expected to lead to an Acquisition Proposal and in connection therewith, Obalon will immediately discontinue access by any Person (other than ReShape and its Affiliates) to any data room (virtual or otherwise) established by Obalon or its Representatives for such purpose. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Obalon Stockholder Approval, Obalon and the Obalon Board may take any actions described in clause (ii) of this Section 6.04(d) with respect to a Takeover Proposalthird party if (x) Obalon receives a written Acquisition Proposal with respect to Obalon from such third party (and such Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or facilitated in violation of this Section 6.04) and (cy) approve or recommendsuch proposal constitutes, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or the Obalon Board determines in good faith that such proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely be expected to lead to, any Takeover a Superior Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to Obalon, provided that Obalon may deliver non-public information to such third party only pursuant to an Acceptable Confidentiality Agreement (but in relation to Obalon rather than ReShape). Nothing contained in this Section 6.04 shall prohibit Obalon or the Obalon Board from taking and disclosing to the Obalon Stockholders a position with respect to an Acquisition Proposal with respect to Obalon pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any Takeover Proposal. The Shareholder shall as promptly as possible (and similar disclosure, if the Obalon Board has reasonably determined in any event within 24 hours) (i) notify Parent of good faith, after consultation with Obalon’s outside legal counsel, that the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a failure to do so would be reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed likely to be a breach of its fiduciary duties; provided that this sentence shall not permit the Obalon Board to make an Obalon Adverse Recommendation Change, except to the extent permitted by Section 6.04(e) or Section 6.04(f). (e) Neither the Obalon Board nor any committee thereof shall directly or indirectly (i) withhold, withdraw (or amend, qualify or modify in a manner adverse to ReShape), or publicly ​ ​ propose to withdraw (or amend, qualify or modify in a manner adverse to ReShape), the approval, recommendation or declaration of advisability by the Obalon Board or any such committee of the transactions contemplated by this Agreement including the issuance of Obalon Shares in the Merger, (ii) propose publicly to recommend, adopt or approve, any Acquisition Proposal with respect to Obalon or (iii) fail to reaffirm or re-publish the Obalon Recommendation within five (5) Business Days of being requested by ReShape to do so (any action described in this sentence being referred to as an “Obalon Adverse Recommendation Change”). For the avoidance of doubt, a change of Obalon Recommendation to “neutral” is an Obalon Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining the Obalon Stockholder Approval, and subject to Obalon’s compliance at all times with the provisions of this Section 3.03 6.04 and Section 6.03, in response to a Superior Proposal with respect to Obalon that has not been withdrawn and did not result from a breach of Section 6.04(d), the Obalon Board may make an Obalon Adverse Recommendation Change; provided, however, that unless the Obalon Stockholders’ Meeting is scheduled to occur with the next ten (10) Business Days, Obalon shall not be entitled to exercise its right to make an Obalon Adverse Recommendation Change in response to a Superior Proposal with respect to Obalon (x) until five (5) Business Days after Obalon provides written notice to ReShape advising ReShape that the Obalon Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group making such Superior Proposal and including copies of all documents pertaining to such Superior Proposal, (y) if during such five (5) Business Day period, ReShape proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Obalon Board determines in good faith, after good faith negotiations between Obalon and ReShape (if such negotiations are requested by ReShape) during such five (5) Business Day period (after and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the Shareholderrelative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such alternative transaction proposal is not at least as favorable to Obalon and its stockholders as the Superior Proposal and (z) unless the Obalon Board determines that the failure to make an Obalon Adverse Recommendation Change would be a breach of its fiduciary obligations. (f) Notwithstanding the first sentence of Section 6.04(e), at any time prior to obtaining the Obalon Stockholder Approval, in connection with any Intervening Event, the Obalon Board may make an Obalon Adverse Recommendation Change after the Obalon Board (i) determines in good faith that the failure to make such Obalon Adverse Recommendation Change would be a breach of its fiduciary duties to the stockholders of Obalon, (ii) determines in good faith that the reasons for making such Obalon Adverse Recommendation Change are independent of and unrelated to any pending Acquisition Proposal with respect to ReShape, and (iii) provides written notice to Obalon (an “Obalon Notice of Change”) advising ReShape that the Obalon Board is contemplating making an Obalon Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, however, that, unless the Obalon Stockholders’ Meeting is scheduled to occur within the next five (5) Business Days, (x) the Obalon Board may not make such an Obalon Adverse Recommendation Change until the fifth Business Day after receipt by ReShape of the Obalon Notice of Change and (y) during such five (5) Business Day period, at the request of ReShape, Obalon shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow the Obalon Board not to make such Obalon Adverse Recommendation Change, consistent with its fiduciary duties. (g) Obalon and ReShape agree that in addition to their respecti

Non-Solicitation. (1) Except as set forth expressly provided in Section 4.05 hereofthis Article 5, the Shareholder hereby agrees that the Shareholder Corporation shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any officer, employee, representative (including financial or other advisor) or agent of Corporation or any of its Subsidiaries, and shall not permit any such Person to: (a) solicit, initiate, propose knowingly encourage or encourageotherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information, properties, facilities, books or records of Corporation or any inquiries of its Subsidiaries or offers entering into any form of agreement, arrangement or the making of understanding) any inquiry, proposal or offer from any Person (other effort than Purchaser) that relates to, constitutes or attempt that could would reasonably be expected to constitute or lead to a Takeover to, an Acquisition Proposal, ; (b) enter into, continue continue, or otherwise engage or participate in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to(other than Purchaser) regarding any inquiry, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts offer that constitutes or attempt that could would reasonably be expected to constitute or lead to a Takeover an Acquisition Proposal, ; (c) approve make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Takeover ProposalAcquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business Days following such public announcement or public disclosure will not be considered to be in violation of this Section 5.1(1)) (d) make any statement or proposal inconsistent with in the Company Recommendation or event that the Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Meeting); or (e) enter into submit any Acquisition Agreement constituting or relating toProposal to a vote of Corporation’s Shareholders; (f) enter into, or which is intended publicly propose to accept or is reasonably likely to lead toenter into, any Takeover Contract in respect of an Acquisition Proposal or enter into any (other than a confidentiality and standstill agreement or agreement as contemplated in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Section 5.3). (2) Corporation shall, and shall direct his or her cause its Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated all existing communications and terminated, any solicitation, encouragement, discussion or negotiations commenced prior to the date of this Agreement with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives (other than Purchaser) with respect to any Takeover inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. The Shareholder shall as promptly as possible (, and in any event within 24 hoursconnection with such termination shall: (a) immediately discontinue access to and disclosure of all information regarding Corporation and its Subsidiaries; and (ib) notify Parent to the extent that such information has not previously been returned or destroyed, promptly request the return or destruction of the identity all copies of any Person approaching the Shareholder with a Takeover Proposal confidential information regarding Corporation or indication by its Subsidiaries provided to any Person other than Purchaser, using its commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such rights or entitlements. (3) Corporation represents and warrants that neither Corporation nor any of its Subsidiaries has waived any confidentiality, standstill or similar agreement or restriction to which Corporation or any of its Subsidiaries is a party, except to permit submissions of expressions of interest solicited prior to the date of this Agreement. Corporation undertakes to enforce, or cause any of its Subsidiaries to enforce, all confidentiality, standstill or similar agreements or restrictions that it or any of its Subsidiaries has entered into prior to the date hereof or enter into after the date hereof and Corporation covenants and agrees not to release any Person from, or waive such Person’s obligations respecting Corporation, under any confidentiality, standstill or similar agreement or restriction to which Corporation is considering making a Takeover Proposal and party (ii) provide Parent a copy it being acknowledged by Purchaser that the automatic termination or release of any standstill restrictions of any such Takeover Proposal (or, where no such copy is available, agreements as a reasonably detailed description result of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice entering into and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) announcing this Agreement shall be deemed to not be a breach violation of this Section 3.03 by the Shareholder5.1(3)).

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) Until the earlier of (A) consummation of the Closing and (B) termination of this Agreement, the Shareholder hereby agrees that the Shareholder Company shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors knowingly permit its Subsidiaries or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (ai) solicit, initiate, propose initiate or encourageknowingly encourage or assist (including by way of furnishing information) the submission by any third party of an Acquisition Proposal, or take any other action to knowingly facilitateinquiry, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt offer that could is reasonably be expected likely to lead to a Takeover an Acquisition Proposal, or (bii) enter intoengage in, continue or otherwise participate in any communications negotiations or negotiations regardingdiscussions regarding an Acquisition Proposal, or furnish provide any information or data to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected relating to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and its Subsidiaries, in any event within 24 hourssuch case with the intent to induce the making, submission or announcement of, or to encourage, facilitate or assist, an Acquisition Proposal. (b) Notwithstanding anything to the contrary set forth in Section 4.10(a) above, the Company and its representatives may (i) notify Parent of provide information in response to a request therefor by a Person who has made a bona fide written Acquisition Proposal, if the identity of Person so requesting such information executes an acceptable confidentiality agreement (which shall be promptly provided to Purchaser), provided, that any non-public information provided to such Person approaching the Shareholder with a Takeover Proposal shall have been previously delivered or indication by any Person that it is considering making a Takeover Proposal made available to Purchaser or its representatives, and (ii) provide Parent engage in negotiations or discussions with any Person who has made a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover bona fide written Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, if in each such case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be Acquisition Proposal did not result from a breach of this Section 3.03 by 4.9 and the ShareholderCompany’s Board of Directors determines in good faith (A) after consultation with outside legal counsel that the failure to take such action would reasonably be expected to be inconsistent with the Company directors’ fiduciary duties under applicable Law, and (B) such Acquisition Proposal constitutes a Superior Proposal or could reasonably result in a Superior Proposal. The Company shall keep the Purchaser reasonably informed of the status of any such negotiations or discussions and promptly provide copies of all material written correspondence relating to such Acquisition Proposal.

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

Non-Solicitation. (1) Except as set forth provided in Section 4.05 hereofthis Article 5, the Shareholder hereby agrees that the Shareholder Company shall not, nor and shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) cause its Subsidiaries not to, directly or indirectly, through any of its or their Representatives or otherwise, and shall not permit any such Person to: (a) solicit, initiateassist, propose initiate or encourage, knowingly facilitate or encourage or take any other action to solicit or knowingly facilitate, initiate or encourage any Takeover Proposal Acquisition Proposal, or engage in any inquiries or offers or communication regarding the making of any proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition Proposal, including by way of furnishing information or access to properties, facilities or books and records; (b) enter into or otherwise engage or participate in any other effort discussions or attempt negotiations regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition Proposal, or furnish or provide access to any information with respect to its businesses, properties, operations, prospects, securities or conditions (financial or otherwise) in connection with or in furtherance of an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) communicate with any Person solely for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person, provided any such inquiry, proposal or offer did not result from a breach of this Section 5.1; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal; (c) withdraw, amend, modify or qualify, or propose publicly to withdraw, amend, modify or qualify, in any manner adverse to Purchaser and Parent, the Board Recommendation, except in the manner contemplated by Section 7.2(1)(d)(ii); (d) accept, recommend, approve, agree to, endorse, or propose publicly to accept, recommend, approve, agree to, or endorse, an Acquisition Proposal; or for a period in excess of five Business Days, take no position or a neutral position with respect to, a publicly announced or publicly proposed Acquisition Proposal; or (e) otherwise take any action that could reasonably be expected to lead to a Takeover Proposal, an Acquisition Proposal (bother than as permitted in Section 5.3). (2) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the The Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her cause its Subsidiaries and its and their respective Representatives to, immediately cease and cause terminate any solicitation, encouragement, discussion or negotiation commenced prior to be terminated all existing communications and negotiations the date of this Agreement with any Person conducted prior to (other than with the execution of this Agreement by or on behalf of Purchaser and the Shareholder or any of his or her Representatives Parent and their respective Representatives) with respect to any Takeover inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. The Shareholder shall as , and in connection therewith, the Company shall: (a) immediately discontinue access to and disclosure of all confidential information, including the Data Room and any access to the properties, facilities, books and records of the Company or of any of its Subsidiaries; and (b) promptly as possible (and in any event within 24 hoursthree Business Days) request (i) notify Parent the return or destruction of the identity all copies of any Person approaching confidential information regarding the Shareholder with a Takeover Proposal Company or indication by any of its Subsidiaries provided to any Person that it is considering making a Takeover Proposal other than the Purchaser and its Representatives, and (ii) provide the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries, to the extent that such information has not previously been returned or destroyed. (3) The Company agrees that it shall: (i) use commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement or restriction to which the Company or any of its Subsidiaries is a party; and (ii) not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any of its Subsidiaries is a party (it being acknowledged by the Purchaser and the Parent a copy that the automatic termination or release of any standstill restrictions of any such Takeover Proposal (or, where no such copy is available, agreements as a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation result of the foregoing restrictions by any controlled Affiliate entering into and announcement of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) this Agreement shall be deemed to not be a breach violation of this Section 3.03 by the Shareholder5.1(3)).

Non-Solicitation. (a) Except as set forth in permitted by this Section 4.05 hereof5.3, during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to ARTICLE 7, the Shareholder hereby agrees that the Shareholder Company shall not, nor and shall it authorize any direct its Subsidiaries, and the Company’s and its Subsidiaries’ respective Representatives acting on behalf or at the direction of his the Company or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives its Subsidiaries not to: (collectively, his or her “Representatives”i) to, directly or indirectly, (a) solicit, initiateinitiate or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal; (ii) enter into, propose or encouragecontinue, conduct, or take engage in any other action discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) relating to: (A) a Takeover Proposal Proposal; or (B) any inquiries inquiry or offers or the making of any proposal or any other effort or attempt that could would reasonably be expected to lead to a Takeover Proposal; (iii) enter into letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract in each case relating to any Takeover Proposal (excluding, for the avoidance of doubt, any Acceptable Confidentiality Agreements, each, a “Company Acquisition Agreement”), or approve, submit for stockholder approval or recommend a Takeover Proposal or Company Acquisition Agreement; (iv) except where the Company Board (A) makes a good faith determination, after consultation with its financial advisor and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board and (B) substantially concurrently with such determination, grants a waiver or release of any and all standstill or similar agreement that is applicable to the Parent, amend, knowingly fail to enforce or grant any waiver or release under any standstill or similar agreement with respect to any Equity Interests of the Company or any of its Subsidiaries, (v) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, except as may be required in connection with a Company Adverse Recommendation Change in accordance with Section 5.3(d), or (vi) approve, authorize, agree or publicly announce any intention to do any of the foregoing. The Company shall, shall cause its Subsidiaries, and shall direct the Company’s and its Subsidiaries’ Representatives acting on behalf or at the direction of the Company or any of its Subsidiaries to cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party with respect to any Takeover Proposal or any inquiry or proposal that would reasonably expected to lead to a Takeover Proposal and shall request in writing that any third party in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries in connection with a Takeover Proposal or such inquiry or proposal in the last twelve (12) months prior to the date of this Agreement return or destroy (and confirm destruction of) all such information and request that such third parties direct their Representatives to do the same. Notwithstanding the foregoing, the parties agree that it is not a breach of this Agreement for the Company, its Subsidiaries, or the Company’s or its Subsidiaries’ respective Representatives to reply to an unsolicited Takeover Proposal to inform such Person that the Company and its directors and officers and Representatives are subject to a no-shop provision and cannot engage in discussions except in accordance with this Agreement. (b) enter intoNotwithstanding Section 5.3(a), continue prior to the receipt of Company Stockholder Approval, the Company Board, directly or otherwise indirectly through any Representative, may, subject to Section 5.3(c): (i) participate in negotiations or discussions with any communications third party that has made (and not withdrawn) a written Takeover Proposal that the Company believes in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or negotiations regarding, or would reasonably be expected to result in a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement; and (iii) contact any Person who has submitted a Takeover Proposal to clarify the terms and conditions thereof for purposes of determining whether such Takeover Proposal constitutes a Superior Proposal; provided, that (x) in each such case of clauses (i), (ii) and (iii) of this Section 5.3(b), none of the Company, any of its Subsidiaries or any Representatives acting on behalf or at the direction of the Company or its Subsidiaries shall have committed a material breach of Section 5.3(a) in connection with the receipt of such Takeover Proposal, and (y) in each such case of clauses (i) and (ii) of this Section 5.3(b), the Company Board first shall have determined in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law. (c) The Company Board shall not take any of the actions referred to in clauses (i) or (ii) of Section 5.3(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal or any inquiry, indication of interest, proposal, offer or request for information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could would reasonably be expected to lead to, a Takeover Proposal. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material terms of any such Takeover Proposal, inquiry, indication, proposal, offer or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide Parent with copies of any non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party to the extent such information has not been previously provided to Parent. (d) Except as expressly permitted by this Section 5.3(d), neither the Company Board nor any committee thereof shall effect a Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. (i) Notwithstanding the foregoing, at any time prior to the receipt of Company Stockholder Approval, the Company Board may: (A) effect a Company Adverse Recommendation Change with respect to a Superior Proposal, and/or (B) terminate this Agreement pursuant to Section 7.4(a) in order to enter into a Company Acquisition Agreement with respect to such Superior Proposal; in each case, that did not result, directly or indirectly, from a material breach of this Section 5.3 if: (I) the Company promptly notifies Parent, in writing, at least four (4) Business Days (the “Superior Proposal Notice Period”) before taking the action described in clause (A) or (B) of this Section 5.3(d)(i), of its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that the Company has received a Takeover Proposal that the Company Board intends to declare as a Superior Proposal, and that the Company Board intends to take the action described in clause (A) or (B) of this Section 5.3(d)(i); (II) the Company specifies the identity of the party making the Superior Proposal and the material terms and conditions thereof in such notice and includes an unredacted copy of the Takeover Proposal and attaches to such notice the most current version of any proposed agreement (which version shall be updated on a prompt basis) for such Superior Proposal and any related documents, including financing documents (which financing documents may include customary redactions), to the extent provided by the relevant party in connection with the Superior Proposal; (III) the Company and its Representatives during the Superior Proposal Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Superior Proposal Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remains in the Superior Proposal Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (IV) the Company Board determines in good faith, after consulting with its financial advisor and outside legal counsel, that such Takeover Proposal continues to constitute a Superior Proposal (after taking into account any adjustments made by Parent during the Superior Proposal Notice Period in the terms and conditions of this Agreement) and that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law. (ii) Notwithstanding the foregoing, at any time prior to the receipt of Company Stockholder Approval, the Company Board may effect a Company Adverse Recommendation Change with respect to an Intervening Event, if: (A) the Company promptly notifies Parent, in writing (email to Parent and Parent’s outside counsel pursuant to Section 8.2 being deemed sufficient), at least four (4) Business Days (the “Intervening Event Notice Period”) before effecting a Company Adverse Recommendation Change of its intention to take such action with respect to such Intervening Event, which notice shall advise Parent of the Intervening Event, including a description in reasonable detail of the underlying facts and circumstances giving rise to such Intervening Event (and the reasons for taking such action in reasonable detail), and that the Company Board intends to effect a Company Adverse Recommendation Change; (B) the Company and its Representatives during the Intervening Event Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement that obviates the need for the Company Board to effect, or cause the Company to effect, a Company Adverse Recommendation Change as a result of such Intervening Event; and (C) the Company Board determines in good faith, after consulting with its financial advisor and outside legal counsel, that an Intervening Event has occurred and that the failure to effect a Company Adverse Recommendation Change would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law. The Company Board may not effect a Company Adverse Recommendation Change pursuant to this Section 5.3(d)(ii) on the basis of any fact or circumstance relating to the time required for obtaining any Governmental Authorization in connection with the Transactions or any condition, undertaking or commitment that may be required or proposed in connection therewith. (e) Nothing contained herein shall prevent the Company Board or any committee thereof from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, (c) approve or recommendif the Company determines, or publicly propose after consultation with its financial advisor and outside legal counsel, that failure to approve or recommend, any Takeover Proposal, (d) make any statement or proposal disclose such position would reasonably be expected to be inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf fiduciary duties of the Shareholder Company Board under applicable Law; provided, however, that any public disclosure (other than any “stop, look and listen” statement made under Rule 14d-9(f) under the Exchange Act) by the Company or the Company Board (or any of his committee thereof) relating to any determination, position or her Representatives other action by the Company, the Company Board or any committee thereof with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach Company Adverse Recommendation Change unless the Company Board expressly and publicly reaffirms the Company Board Recommendation in such disclosure. Nothing in this Agreement shall restrict the Company or the Company Board (or a committee thereof) from making a factually accurate public statement that (A) describes the Company’s receipt of a Takeover Proposal; (B) identifies the Person or group of Persons making such Takeover Proposal; (C) provides the material terms of such Takeover Proposal; or (D) describes the operation of this Section 3.03 by the ShareholderAgreement with respect thereto and any such statement will not, in any case, be deemed to be (1) an adoption, approval or recommendation with respect to such Takeover Proposal; or (2) a Company Adverse Recommendation Change.

Non-Solicitation. (1) Except as set forth expressly provided in Section 4.05 hereofthis Article 5, the Shareholder hereby agrees that the Shareholder Corporation shall notnot directly, nor shall it authorize or indirectly through any of his its Subsidiaries or her controlled Affiliates’ directorsany of their respective Representatives and, officerssubject to Section 5.1 of the Corporation Disclosure Letter, employeesshall not exercise its rights, investment bankersif any, attorneyswith respect to the Joint Ventures to cause or provide any support or knowing encouragement to, accountants any of the Joint Ventures or other advisors or representatives (collectively, his or her “Representatives”) their Representatives to, directly or indirectly, : (a) solicit, initiate, propose facilitate or encourageknowingly encourage (including by furnishing information or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information of the Corporation or any Subsidiary, Joint Venture or Investment or entering into any form of agreement, arrangement or understanding) any inquiries or proposals or offers that constitute, or the making of any proposal or any other effort or attempt that could may reasonably be expected to constitute or lead to a Takeover to, an Acquisition Proposal, ; (b) knowingly encourage, enter into, continue into or otherwise engage or participate in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to(other than the Purchaser), any Takeover Proposal or any inquiries or offers or the making of any inquiry, proposal or any other efforts offer that constitutes, or attempt that could may reasonably be expected to constitute or lead to a Takeover to, an Acquisition Proposal, provided that the Corporation may (i) advise any Person of the restrictions of this Agreement, (ii) contact the Person for the purposes of seeking clarification of the terms of such Acquisition Proposal as contemplated in Section 5.2(1)(b), and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (c) approve make a Change in Recommendation; (d) fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person (other than the Purchaser), it being acknowledged by the Purchaser that the Corporation shall not be obligated to enforce any standstill or similar agreement or covenants that are automatically terminated or released as a result of entering into and/or announcing this Agreement; or (e) accept, approve, endorse, enter into or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Proposal, Acquisition Proposal (dit being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) make any statement or proposal inconsistent with Business Days following the Company formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 5.1(1) provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation or before the end of such five (e5) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. Business Day period). (2) The Shareholder Corporation shall, and shall direct his or her cause its Subsidiaries and their respective Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion, negotiation or other activities with any Person conducted prior to (other than the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Purchaser and its Representatives) with respect to any Takeover Proposal. The Shareholder shall inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal and, in connection therewith, the Corporation shall: (a) discontinue access or disclosure of all information, including any data room (whether physical or virtual) and any confidential information, properties, facilities, books and records of the Corporation or any Subsidiary or any Investment or any of its direct or indirect interests in the Joint Ventures; and (b) as promptly soon as possible (and in any event within 24 hoursfive (5) Business Days of the date hereof), request, to the extent that it is entitled to do so pursuant to any confidentiality or similar agreement entered into in connection with an Acquisition Proposal, and exercise all rights it has pursuant to such agreements to require (i) notify Parent the return or destruction of the identity all copies of any Person approaching confidential information regarding the Shareholder with a Takeover Proposal or indication by Corporation, its Subsidiaries, the Joint Ventures and Investments previously provided to any Person that it is considering making a Takeover Proposal such Person, and (ii) provide Parent a copy the destruction by such Person and its Representatives of any all material including or incorporating or otherwise reflecting such Takeover Proposal (orconfidential information regarding the Corporation, where no its Subsidiaries, the Joint Ventures or Investments, to the extent that such copy is availableinformation has not previously been returned or destroyed, a reasonably detailed description using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such Takeover Proposal, indication, inquiry rights or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderentitlements.

Non-Solicitation. Except as set forth in Section 4.05 hereofFor the Term of this Agreement, the Shareholder hereby agrees that Company shall, and cause the Shareholder shall notCompany Subsidiaries, nor shall it authorize any of his or her controlled Affiliates’ its and their directors, officers, managers, Affiliates, employees, investment bankers, attorneys, accountants or accountants, other advisors advisors, agent or representatives (collectively, his or her the “Representatives”): (i) not to, directly or indirectly, (ai) solicit, initiate, propose initiate or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or reasonably likely to result in the making of any proposal Takeover Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations with a third party regarding, or furnish to any third party any information, or take any other effort action to facilitate any inquiries with respect to, or attempt otherwise cooperate in any way with, any Takeover Proposal; (ii) immediately cease and cause to be terminated all discussions or negotiations with any Person conducted heretofore with respect to any proposal that could constitutes or would reasonably be expected to lead to a Takeover Proposal, and cause all materials and written information communicated by the Company or its advisors and agents to such Person to be returned to the Company or destroyed; (biii) enter intoto notify the Purchaser of the receipt by it, continue or otherwise participate in any communications or negotiations regardingfrom the date of execution hereof, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, of each and any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could contact reasonably be expected likely to lead to a Takeover Proposal, Proposal including the full details thereof (cand any subsequent amendment thereof) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with and the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf identity of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as persons involved, promptly as possible (and in any event within 24 hours) hours of such receipt or contact, unless the Company is bound to keep such information confidential pursuant to a confidentiality agreement entered into prior to the date of execution hereof, provided that the Company shall notify the Person making the Takeover Proposal of the provisions of Section 4.5 (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy above; and (iv) to keep the Purchaser reasonably and regularly informed of the status of any such Takeover Proposal or contact, including the material details thereof, provided, however, that nothing contained in this Section or elsewhere in this Agreement shall (or, where no such copy is available, a reasonably detailed description i) prohibit the Company or the Company Board from complying with applicable laws and regulations (including in respect of such Takeover Proposal, indication, inquiry or requesttheir fiduciary duties), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, ii) prevent discussions or negotiations with a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, third party who files with the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than AMF a Superior Proposal for the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.securities. 5

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) Each Seller shall, and shall use reasonable best efforts to cause the Company and to cause the Company to cause to the Company Parties to, immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Persons conducted heretofore by such Seller, the Shareholder hereby agrees that Company Parties or its or their respective Representatives with respect to any proposed, potential or contemplated acquisition or sale of the Shareholder shall notSale Shares (or all of the outstanding equity of the Company or material Assets of the Company), nor shall it authorize or any other transaction the consummation of which would prevent or materially delay any of his or her controlled Affiliates’ directorsthe Transactions. (b) Each Seller hereby covenants and agrees that, officersexcept as contemplated by this Agreement, employeesfrom the date hereof until the Closing Date (the “Exclusivity Period”), investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) it shall not and shall use its reasonable best efforts to cause its Representatives not to, directly or indirectly, (ai) solicit, initiate, propose participate in or encourageencourage any inquiries, discussions, offers or take proposals regarding a Transfer of any other action to knowingly facilitate, any Takeover Proposal or all of the Sale Shares beneficially owned by such Seller (or all of the outstanding equity of the Company or any inquiries or offers or of the making material Assets of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposalthe Company), (bii) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish provide nonpublic information to any Person any information or entity with respect to, or otherwise knowingly cooperate to the Company Parties in any way connection with any Person such Transfer, (iii) continue, propose or enter into discussions or negotiations with respect toto a Transfer of any or all of the Sale Shares beneficially owned by such Seller, (iv) offer to Transfer, Transfer or consent to any Transfer of, any Takeover Proposal or all of the Sale Shares beneficially owned by such Seller or any inquiries or offers or interest therein, except to one of the making of any proposal or any other efforts or attempt that could reasonably be expected Sellers (in which case such other Sellers’ obligations would extend to lead such shares transferred to a Takeover Proposalit), (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (ev) enter into any Acquisition Agreement constituting Contract, option or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any other agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives understanding with respect to any Takeover Proposal. The Shareholder shall as promptly as possible Transfer of any or all of such Sale Shares or any interest therein, (and vi) grant any proxy, power-of-attorney or other authorization or consent in any event within 24 hours) (i) notify Parent or with respect to such Sale Shares except to one of the identity other Sellers, or (vii) deposit such Sale Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Sale Shares except with any other Seller. (c) Each Seller shall immediately notify Purchaser of receipt by it or, to its knowledge, a Company Party of any Person approaching the Shareholder with a Takeover Proposal offer or proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of interest relating to an acquisition of any such Takeover Proposal or all Sale Shares (or, where no such copy is available, a reasonably detailed description or all of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description the outstanding equity of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than material Assets of the Company’s Representatives), or any inquiry or contact by any third party with respect thereto (which notice shall identify the Person making the proposal and the material terms thereof) that such Seller or its Affiliates or its or their respective Representatives may receive during the Exclusivity Period. (d) In the event of a breach or a threatened breach of this Section 4.6, Purchaser shall be deemed entitled to have recourse to any court in any jurisdiction for the purpose of interim relief and Sellers agree that damages may not be an appropriate and adequate remedy for a breach of this Section 3.03 by provision and Purchaser shall have the Shareholderright to seek specific performance.

Non-Solicitation. (1) Except as set forth expressly provided in Section 4.05 hereofthis Article 3, the Shareholder hereby agrees that Vendor and the Shareholder Corporation shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other adviser) or agent of the Vendor or the Corporation (collectively "Representatives"), or otherwise, and shall not permit any such Person to: (a) solicit, assist, initiate, propose encourage or encourageotherwise facilitate, (including by way of furnishing or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information, books or records of the Vendor, the Corporation and/or the Target Corporations in the Vendor's possession or entering into any inquiries form of agreement, arrangement or offers or the making of understanding) any inquiry, proposal or any other effort offer that constitutes or attempt that could may reasonably be expected to constitute or lead to a Takeover to, an Acquisition Proposal, ; (b) enter into, continue into or otherwise engage or participate in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to(other than the Purchaser) regarding any inquiry, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts offer that constitutes or attempt that could may reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that the Vendor may communicate with any Person for purposes of advising such Person of the restrictions in the Agreement or advising such Person that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Takeover Superior Proposal, ; or (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, make a Change in Recommendation. (d2) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Vendor shall, and shall direct his or her cause the Corporation and its Representatives to, immediately cease and terminate, and cause to be terminated all existing communications and negotiations terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of the Agreement with any Person conducted prior to (other than the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Purchaser) with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal inquiry, proposal or indication by any Person offer that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (orconstitutes, where no such copy is availableor may reasonably be expected to constitute or lead to, a reasonably detailed description of such Takeover an Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted and in connection therewith (orthe Vendor shall discontinue access to and disclosure of confidential information, where no such copy is available, a reasonably detailed description of such Takeover Proposalbooks and records relating to the Target Corporations in its possession, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderData Room.

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

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and RDT shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications discussions and negotiations (including, without limitation, through any of its Representatives on its behalf), if any, with any Person parties conducted prior to before the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Date with respect to any Takeover Proposal. The Shareholder Going Public Transaction and shall as promptly as possible immediately request the return or destruction of all information provided to any third parties which have entered into a confidentiality agreement with RDT relating to a Going Public Transaction and shall use reasonable commercial efforts to ensure that such requests are honoured. (and in b) RDT shall not, directly or indirectly, do or authorize or permit any event within 24 hours) of its Representatives to, directly or indirectly, do, any of the following: (i) take any action to or solicit, facilitate, initiate or encourage (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) or take any action to solicit, facilitate or encourage any inquiry or communication or the making of any proposal or offer to RDT or the RDT Shareholders from any Person which constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions): (1) an initial public offering in Canada of RDT Shares (a “Public Offering”) with a concurrent listing on a recognized Canadian stock exchange; or (2) a transaction which provides RDT Shareholders with comparable liquidity to a Public Offering whether by means of (A) an acquisition from RDT or the RDT Shareholders of any securities of RDT (other than on exercise of currently outstanding RDT Warrants); (B) any acquisition of a significant amount of the assets of RDT; (C) an amalgamation, arrangement, merger, or consolidation involving RDT; or (D) any take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction involving RDT or any other transaction, the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Amalgamation or which would or could reasonably be expected to materially reduce the benefits to ACME under this Agreement or the Amalgamation (any such inquiry or proposal in respect of any of the foregoing being an “Going Public Transaction Proposal”); (ii) enter into or participate in any negotiations or discussions regarding a Going Public Transaction Proposal, or furnish to any other Person any information with respect to its business, properties, operations, prospects or conditions (financial or otherwise) in connection with a Going Public Transaction Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing; (iii) waive, or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect of, any rights or other benefits of RDT under confidential information agreements, including, without limitation, any “standstill provisions” thereunder; or (iv) accept, recommend, approve or enter into an agreement to implement a Going Public Transaction Proposal, provided, however, that notwithstanding any other provision hereof, RDT and its Representatives may: (A) engage in or participate in negotiations or discussions with a third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the Agreement Date, by RDT or any of its Representatives) seeks to initiate such negotiations or discussions and, subject to execution of a confidentiality agreement that shall provide for disclosure thereof to ACME as set out below, may furnish to such third party information concerning RDT and its business, properties and assets, in each case if, and only to the extent that: (1) the third party has first made a Superior Proposal; and (2) prior to furnishing such information to or entering into or participating in any such negotiations or discussions with such third party, RDT provides prompt notice to ACME to the effect that it is furnishing information to or entering into or participating in negotiations or discussions with such Person or entity together with a copy of the confidentiality agreement referenced above and if not previously provided to ACME and provided further that, RDT shall notify Parent ACME orally and in writing of any inquiries, offers or proposals with respect to a Superior Proposal (which written notice shall include, without limitation, a copy of such proposal (and any amendments or supplements thereto), the identity of any the Person approaching making it, if not previously provided to ACME within forty-eight (48) hours of the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal receipt thereof, shall keep ACME informed of the status and (ii) provide Parent a copy details of any such Takeover Proposal inquiry, offer or proposal and answer ACME’s questions with respect thereto; and (or, where no such copy is available, a reasonably detailed description B) RDT provides to ACME in writing the determination of such Takeover the RDT Board promptly upon determining that the Going Public Transaction Proposal, indicationif completed, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, would constitute a reasonably detailed description of such Takeover Superior Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.;

Non-Solicitation. Except (a) Subject to any actions which Target is required to take so as set forth in Section 4.05 hereofto comply with the requirements of the Irish Takeover Rules, the Shareholder hereby Target agrees that from the Shareholder shall notdate of this Agreement neither it nor any member of the Target Group shall, nor shall and that it authorize will use all reasonable endeavours to cause its and their respective Representatives and any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) person Acting in Concert with Target not to, directly or indirectly, : (ai) solicit, initiate, propose or encourage, initiate or take any other action to knowingly facilitate, facilitate or knowingly encourage (including by way of furnishing non-public information to any Takeover person in connection with) the submission of any Target Alternative Proposal or any inquiries or offers or the making of any indication, proposal or any other effort or attempt inquiry that could would reasonably be expected to lead to a Takeover Target Alternative Proposal, save as required to ensure compliance with Rule 20.3 and 23.1 of the Irish Takeover Rules; (bii) prior to receipt of any Target Alternative Proposal, enter into, continue or otherwise participate in any communications discussions or negotiations regardingregarding a Target Alternative Proposal with, or, save as required by Law or Rule 20.3 of the Irish Takeover Rules, furnish to any Person any non-public information with respect regarding Target or its Subsidiary to, or afford access to the business, properties, assets, personnel, books or records of the Target or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any Person with respect toeffort by, any Takeover person that has made, that would reasonably be expected to make or, to the Knowledge of Target, is considering, formulating or intending on making a Target Alternative Proposal or any inquiries or offers or the making of any indication, proposal or any other efforts or attempt inquiry that could would reasonably be expected to lead to a Takeover Target Alternative Proposal, except to notify such person as to the existence of this Clause 5.2; or (ciii) approve expressly waive, terminate, amend or recommendmodify any provision of any “standstill” or similar obligation of any person with respect to any member of the Target Group, provided that Target will not be (A) prohibited from permitting any person to make a Target Alternative Proposal privately to the Target Board (or any committee of the Target Board) or (B) required to take, or publicly propose to approve or recommendbe prohibited from taking, any Takeover Proposalaction otherwise prohibited or required by sub-Clauses (i) or (ii) of this Clause 5.2(a) if the Target Board determines, in good faith (d) make any statement after consultation with its outside legal counsel), that failure to take such action or proposal permit such inaction would be inconsistent with the Company Recommendation or members of the Target Board’s fiduciary duties under applicable Law. (eb) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Target shall, and shall direct his or her will cause its Subsidiary and their respective Representatives and will use all reasonable endeavours to cause its and their Concert Parties to, immediately cease and cause to be terminated all existing communications and discussions or negotiations with any Person person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Target Alternative Proposal and, subject to its obligations under the Irish Takeover Rules, immediately terminate all physical and electronic dataroom access previously granted to any such person or its Representatives. (c) Notwithstanding the limitations set forth in Clauses 5.2(a) and (b), if Target receives a Target Alternative Proposal which did not or does not result from a breach (except in de minimis respects) of Clauses 5.2(a) and (b), Target may take any or all of the following actions: (i) contact the person who makes such Target Alternative Proposal (the “Proposer”) to understand the terms and conditions of any such Target Alternative Proposal. The Shareholder shall ; (ii) furnish non-public information to the Proposer and any persons Acting in Concert with the Proposer, their respective potential financing sources and Representatives (provided that all such information has previously been provided to Bidder or is provided to Bidder concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such information, Target receives from the Proposer an executed confidentiality agreement, or as of the date of this Agreement the Proposer is party to such a confidentiality agreement, containing terms no less restrictive on the Proposer than the terms in the Confidentiality Agreement are restrictive on Bidder and Bidco; provided, however, that if such confidentiality agreement is executed after the date of this Agreement, such confidentiality agreement will permit Target to disclose all information contemplated by Clause 5.2(d) to Bidco; and (iii) engage in discussions or negotiations with the Proposer (and such other persons) with respect to such Target Alternative Proposal, provided that Target will not be permitted to take the action set forth in sub-Clauses 5.2(c)(ii) or 5.2(c)(iii) unless the Target Board has determined in good faith (after consultation with Target’s financial advisers and outside legal counsel) that such Target Alternative Proposal is, or could reasonably be expected to lead to, a Target Superior Proposal. (d) Subject to any actions which Target is required to take in order to comply with the Irish Takeover Rules, and provided the terms of any confidentiality agreement entered into by it with the Proposer prior to the date of this Agreement do not prohibit it from doing so (and Target has received advice from its outside legal counsel to that effect), Target will promptly as possible (and in any event within 24 hours) (i48 hours of receipt of any Target Alternative Proposal) notify Parent Bidder of the receipt of any Target Alternative Proposal and will indicate the material terms and conditions (including, without limitation, price per share offered and form of consideration) of such Target Alternative Proposal to Bidder, provided, however, that Target will not be required to notify Bidder of the identity of the Proposer, and thereafter will promptly keep Bidder reasonably informed of any Person approaching material change to the Shareholder terms of any such Target Alternative Proposal. Subject to any obligations of Target under the Irish Takeover Rules, Target will not, and will cause its Subsidiary not to, enter into any confidentiality agreement with a Takeover Proposal any person following the date of this Agreement that prohibits Target from providing such information to Bidder or indication complying with its obligations to Bidder under this Agreement. (e) Except as set forth in Clause 5.2(f) and until satisfaction of the steps set out in Clause 5.2(f), neither the Target Board nor any committee of the Target Board shall: (i) withdraw (or modify in any manner adverse to Bidder or Bidco), or propose publicly to withdraw (or modify in any manner adverse to Bidder or Bidco), the Scheme Recommendation or the recommendation contemplated by any Person that it is considering making a Takeover Proposal and Clause 3.6(c)(iv), as applicable; (ii) provide Parent fail to include the Scheme Recommendation in the Scheme Document or the Proxy Statement; (iii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Target Alternative Proposal; (iv) cause or allow any member of the Target Group to execute or enter into any agreement in relation to a copy Target Alternative Proposal, other than as contemplated by Clause 9.1(a)(ii)(B) or a confidentiality agreement referred to in Clause 5.2(c); or (v) fail to reaffirm the Scheme Recommendation in a statement complying with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act with regard to a Target Alternative Proposal or in connection with such action by the close of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description business on the 10th Business Day after the commencement of such Takeover Proposal, indication, inquiry Target Alternative Proposal under Rule 14d-9 or requestRule 14e-2(a), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions actions in this Clause 5.2(e) being a “Target Change of Recommendation”), it being agreed that the provision by any controlled Affiliate Target to Bidder or Bidco of notice or information in connection with a Target Alternative Proposal or Target Superior Proposal as required or expressly permitted by this Agreement will not, in and of itself, constitute a Target Change of Recommendation. (f) If the Target Board has concluded, in good faith (after consultation with its outside legal counsel and financial advisers) that: (i) the relevant Target Alternative Proposal constitutes a Target Superior Proposal; and (ii) that the failure to make a Target Change of Recommendation would be inconsistent with the Target Directors’ fiduciary duties under applicable Law, Target will provide a written notice to Bidder (a “Superior Proposal Notice”) advising Bidder that Target has received a Target Alternative Proposal and specifying the material terms of such Target Alternative Proposal, and such other information with respect thereto required by Clause 5.2(d) and including written notice of the Shareholder (other than the Company) or any determination of the Shareholder’s Target Board that such Target Alternative Proposal constitutes a Target Superior Proposal. For a period of four days following the time of delivery to Bidder of the Superior Proposal Notice (as it may be extended under the last sentence of this Clause 5.2(f), the “Notice Period”), Bidder will have the opportunity to discuss in good faith the terms and conditions of this Agreement and the Transactions, including an increase in, or his modification of, the Consideration, and such other terms and conditions such that the relevant Target Alternative Proposal no longer constitutes a Target Superior Proposal (a “Revised Acquisition”). If, following the expiration of such Notice Period, the Target Board has determined in good faith (after consultation with its outside legal counsel and financial advisers) that the relevant Target Alternative Proposal continues to constitute a Target Superior Proposal, taking into account all changes proposed in writing by Bidder during the Notice Period, the Target Board will provide a further written notice to Bidder to such effect (a “Final Recommendation Change Notice”). If, during the Notice Period any material revision is made to the financial terms or her controlled Affiliates’ Representatives (other than material terms and conditions of the Company’s Representativesrelevant Target Alternative Proposal in writing, Target shall, promptly following each such revision, deliver a new Superior Proposal Notice to Bidder and comply with the requirements of this Clause 5.2(f) with respect to such new Superior Proposal Notice, except that the Notice Period will be the greater of two Business Days and the amount of time remaining in the initial Notice Period. Notwithstanding any Final Recommendation Change Notice, unless this Agreement has been terminated in accordance with Clause 9, the Target shall hold the Court Meeting and the EGM in accordance with Clause 3.1 for the purposes of obtaining the approval of the Resolutions by the requisite majorities of Target Shareholders, and nothing contained herein shall be deemed to be relieve the Target of such obligation. (g) Nothing contained in this Agreement will prohibit or restrict Target, the Target Board or any committee of the Target Board from making any disclosure to Target Shareholders required by Law or which, in the good faith opinion of the Target Board (after consultation with its outside legal counsel), is required in order to discharge the Target Board’s fiduciary duties, provided that, to the extent any such disclosure is made which constitutes a breach Target Change of Recommendation the relevant provisions of this Section 3.03 by the ShareholderClause 5 shall apply.

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

Non-Solicitation. (1) Except as set forth provided in Section 4.05 hereofthis Article 5, the Shareholder hereby agrees that the Shareholder Company and its Subsidiaries shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (aincluding any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively, “Representatives”): (i) solicit, initiateassist, propose initiate or encourageknowingly encourage or facilitate (including by way of furnishing or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information, properties, facilities, books or records of the Company or any inquiries of its Subsidiaries or offers entering into any form of agreement, arrangement or the making of understanding) any inquiry, proposal or any other effort offer that constitutes or attempt that could may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to a Takeover constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that the Company may (a) communicate with any Person solely for the purposes of clarifying the terms of any proposal made by such Person that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, (b) enter into, continue advise such Person of the restrictions of this Agreement or otherwise participate in any communications or negotiations regarding, or furnish to (c) advise any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover making an Acquisition Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could their Acquisition Proposal does not constitute a Superior Proposal and is not reasonably be expected to constitute or lead to a Takeover Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (ciii) approve withdraw, amend, modify or qualify in a manner adverse to the Purchaser, or the consummation of the Arrangement, or publicly propose or state an intention to withdraw, amend, modify or qualify in a manner adverse to the Purchaser, or the consummation of the Arrangement, the Board Recommendation; (iv) accept, approve, endorse or recommend, or publicly propose to approve accept, approve, endorse or recommendrecommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, any Takeover Proposalor otherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business Days following such public announcement or public disclosure will not be considered to be in violation of this Section 5.1, provided the Board has rejected such Acquisition Proposal and publicly affirmed the Board Recommendation before the end of such five Business Day period); or (dv) make any statement accept, approve, endorse, recommend or proposal inconsistent with the Company Recommendation execute or (e) enter into any Acquisition Agreement constituting or relating topublicly propose to accept, approve, endorse, recommend or which is intended to or is reasonably likely to lead to, any Takeover Proposal execute or enter into any agreement, letter of intent, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement or agreement permitted by and in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. accordance with Section 5.3). (2) The Shareholder Company shall, and shall direct his or her cause its Subsidiaries and their Representatives to, immediately cease and terminate, and cause to be terminated all existing communications and negotiations terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person conducted prior to (other than the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Purchaser and its affiliates) with respect to any Takeover inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. The Shareholder shall as promptly as possible (, and in any event within 24 hours) connection therewith, the Company will: (i) notify Parent discontinue access to and disclosure of all information to any such person, including the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal Data Room; and (ii) provide Parent a copy request, and exercise all rights it has to require (a) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Takeover Proposal Person, and (or, where no b) the destruction of all material including or incorporating or otherwise reflecting such copy is available, a reasonably detailed description confidential information regarding the Company or any of its Subsidiaries provided to any such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unlessPerson, in each casecase using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements; provided, however, that this Section 5.1(2)(ii) shall apply only in respect of Persons subject to a confidentiality, standstill or similar agreement entered into with the Company has previously provided such notice in the one year period prior to the date of this Agreement. (3) The Company covenants and such copy agrees that (i) it shall take all commercially reasonable action necessary to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) enforce each confidentiality, standstill or similar agreement, restriction or covenant to which it or any of its Subsidiaries is a party, and (ii) neither it, nor any of its Subsidiaries or any of their respective Representatives have or will, without the Shareholderprior written consent of the Purchaser, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company or his any of its Subsidiaries under any confidentiality, standstill or her controlled Affiliates’ Representatives similar agreement, restriction or covenant to which the Company or any of its Subsidiaries is a party (other than it being acknowledged by the Company’s Representatives) Purchaser that the automatic termination or release of any standstill restrictions pursuant to their terms as a result of entering into and announcing this Agreement or otherwise in accordance with such restrictions shall be deemed to not be a breach violation of this Section 3.03 by the Shareholder5.1(3)).

Non-Solicitation. (a) Except as set forth in Section 4.05 hereofprovided for herein, the Shareholder hereby agrees that the Shareholder shall not, neither Antev nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) tothe Antev Vendors shall, directly or indirectly, through any Employee, representative (aincluding any financial or other advisor) or agent of Antev, or any affiliate thereof (collectively, the "Representatives"): (i) make, solicit, assist, initiate, propose encourage or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or otherwise facilitate the initiation of any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover proposals regarding an Acquisition Proposal, including by way of furnishing or providing copies of, access to, or disclosure of, any information, properties, facilities, books or records of Antev, or entering into any form of agreement, arrangement or understanding; (bii) enter into, continue or otherwise engage or participate in in, any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person (other than the Purchaser or any of its Affiliates) regarding an Acquisition Proposal; provided, however, that Antev may communicate with respect toany Person making an Acquisition Proposal for the purpose of advising such Person that the Acquisition Proposal shall not be considered or accepted; (iii) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Acquisition Proposal, or (civ) approve accept or recommendenter into, or publicly propose to approve accept or recommendenter into, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into Contract in respect of any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Proposal. (b) Antev shall, and shall direct his or her cause its respective Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person conducted prior to the execution of this Agreement by or on behalf date of the Shareholder Letter of Intent by it or any of his or her its Representatives with respect to any Takeover Acquisition Proposal. The Shareholder , and, in connection therewith, Antev and each Antev Vendor will discontinue access to any of confidential information with respect to Antev and the Antev Business, and not establish or allow access to any of Antev's confidential information, or any data room, virtual or otherwise, and shall as promptly soon as possible request, to the extent entitled to do so, and exercise all rights it has to require, the return or destruction of all information regarding Antev previously provided to any such Person or any other Person, and will request, and exercise all rights it has to require, the destruction of all material including, incorporating or otherwise reflecting any information regarding Antev in the possession of such Person or its affiliates. (c) In the event that Antev or any Antev Vendor receives an Acquisition Proposal or any proposal, inquiry, offer or request that could lead to an Acquisition Proposal, it shall (subject to any confidentiality obligations which are binding on it) promptly notify the Purchaser, at first orally and then promptly, and in any event within 24 hours) (i) notify Parent , in writing of the material terms and conditions thereof, and the identity of any Person approaching the Shareholder Person(s) making the Acquisition Proposal, and provide the Purchaser with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (orproposal, where no such copy is availableinquiry, offer or request, a reasonably detailed description copy of any other agreements which relate to the proposal, inquiry, offer or request to which it has access, copies of any documents, correspondence and other materials received in respect of, from or on behalf of, any such Takeover Person making the Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy amendment to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderforegoing.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) From and after the date of this Agreement with respect to any Person and until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated, the Shareholder hereby agrees that the Shareholder Silanis Companies shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any representative, and shall not permit any such Person to: (ai) initiate, solicit, initiateassist, propose encourage others to solicit, or encourage, entertain, facilitate or take any other action designated to knowingly facilitate, any Takeover Proposal directly or indirectly, any inquiries or offers or the making of any proposal or offer with respect to an Acquisition Proposal accept any other effort inquiry, proposal or attempt offer that would constitute, or that could reasonably be expected to lead to a Takeover to, an Acquisition Proposal, ; (bii) enter into, continue or otherwise participate in any communications discussions, negotiate with or negotiations regardingenter into any agreement or understanding with, or furnish to any Person provide any information with respect relating to the Silanis Companies to, or otherwise knowingly cooperate in any way with any other Person with respect toto any inquiry, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts offer that would constitute, or attempt that could reasonably be expected to lead to to, an Acquisition Proposal; (iii) make a Takeover ProposalChange in Recommendation; 49 (iv) accept, (c) approve approve, endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent take no position or remain neutral with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead respect to, any Takeover Proposal Acquisition Proposal, or enter into any agreement in respect of an Acquisition Proposal; or (v) terminate, amend, release or agreement in principle requiring the Shareholder to abandon, terminate modify or breach his or her obligations hereunder or knowingly and intentionally fail to consummate enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by any Silanis Company. (b) From and after the transactions contemplated hereby. The Shareholder date of this Agreement and until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated, the Silanis Companies shall, and shall direct his or her Representatives cause their representatives to, immediately cease and terminate, and cause to be terminated all existing communications and terminated, any solicitation, encouragement, discussion or negotiations commenced prior to the date of this Agreement with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal inquiry, proposal or indication by any Person offer that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover would constitute an Acquisition Proposal, indication, inquiry whether or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, not initiated by the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) Silanis Companies or any of their representatives, and the Shareholder’s Silanis Companies will discontinue access to any other third party to any data rooms (virtual or his otherwise) made available by and under the control of the Silanis Companies (and not establish or her controlled Affiliates’ Representatives allow access to any other data rooms, virtual or otherwise or otherwise furnish information). The Silanis Companies shall immediately request, to the extent permitted under applicable confidentiality and standstill agreements (other than and exercise all rights they have to require) the Company’s Representatives) return or destruction of all information provided to any third parties who have entered into a confidentiality and standstill agreement with the Silanis Companies relating to any potential Acquisition Proposal and shall be deemed use commercially reasonable efforts to be ensure that such requests are honoured in accordance with the terms of such confidentiality and standstill agreements. The Silanis Companies shall enforce the provisions of any confidentiality and standstill agreement to which any of them is a breach of this Section 3.03 party, including by seeking injunctions to prevent any such breaches and to enforce specifically the Shareholderterms and provisions thereof.

Non-Solicitation. (a) Except as set forth in Section 4.05 hereofprovided for herein, neither the Target nor any Target Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) toshall, directly or indirectly, through any Employee, representative (aincluding any financial or other advisor) or agent of the Target (collectively, the "Representatives"): (i) make, solicit, assist, initiate, propose encourage or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or otherwise facilitate the initiation of any inquiries or offers proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations with any Person (other than the making of any proposal Purchaser or any other effort or attempt of its Affiliates) regarding an Acquisition Proposal, provided, however, that the Target may communicate with any Person making an Acquisition Proposal for the purpose of advising such Person that the Acquisition Proposal could not reasonably be expected to lead to result in a Takeover Superior Proposal; (iii) approve, (b) enter intoaccept, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Acquisition Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiv) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal accept or enter into or publicly propose to accept or enter into, any agreement or letter of intent, agreement in principle requiring principle, agreement, understanding, undertaking or arrangement or other contract in respect of an Acquisition Proposal. (b) Each of the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate Target and each of the transactions contemplated hereby. The Shareholder Target Shareholders shall, and shall direct his or her cause its respective Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons conducted prior to the execution of this Agreement heretofore by or on behalf of the Shareholder it or any of his or her its Representatives with respect to any Takeover Acquisition Proposal. The , and, in connection therewith, the Target and each Target Shareholder will discontinue access to any of confidential information with respect to the Target and the Target Business, and not establish or allow access to any of the Target's confidential information, or any data room, virtual or otherwise, and shall as promptly soon as possible request, to the extent entitled to do so, and exercise all rights it has to require, the return or destruction of all confidential information regarding the Target previously provided to any such Person or any other Person, and will request, and exercise all rights it has to require, the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Target. (c) Notwithstanding Sections 9.15(a) and in 9.15(b) and any event within 24 hours) other provision of this Agreement, if at any time following the Execution Date and prior to the Closing, the Target receives a bona fide written Acquisition Proposal that did not result from a breach of Section 9.15, or an Acquisition Proposal is made to a Target Shareholder, and: (i) notify Parent of the identity of any Person approaching Target Board determines in good faith, after consultation with the Shareholder Target's financial advisors and outside counsel, that such Acquisition Proposal constitutes or, if consummated in accordance with its terms, could reasonably be expected to be a Takeover Proposal or indication by any Person that it is considering making a Takeover Superior Proposal and (ii) in the opinion of the Target Board, acting in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action would be inconsistent with the Target Board's exercise of its fiduciary duties, then the Target may, in response to a request made by the Party making or proposing to make such Acquisition Proposal, and provided it is in compliance with Sections 9.15(b) and 9.15(d): (iii) furnish information with respect to the Target to the Person making such Acquisition Proposal; or (iv) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal; provided that the Target shall not, and shall not allow its Representatives to, disclose any non-public information to such person: (v) if such non-public information has not been previously provided to, or is not concurrently provided to the Purchaser; and (vi) without entering into a confidentiality and standstill agreement with such Person. (d) In the event that the Target or any Target Shareholder receives an Acquisition Proposal or any proposal or inquiry that could lead to an Acquisition Proposal, it shall promptly notify the Purchaser, at first orally and then in writing within 24 hours, of the material terms and conditions thereof, and the identity of the Person(s) making the Acquisition Proposal, and shall provide Parent the Purchaser with a copy of any such Takeover Proposal (orproposal, where no such copy is availableinquiry, offer or request, a reasonably detailed description copy of any agreement entered into in accordance with Section 9.15(c) hereof and a copy of any other agreements which relate to the Acquisition Proposal to which it has access, or any amendment to any of the foregoing. The Target or Target Shareholder, as applicable, shall thereafter also provide the Purchaser with such other details of such Takeover proposal, inquiry, offer or request, or any amendment to any of the foregoing, information regarding the value in financial terms that the Target Board has in consultation with its financial advisor determined should be ascribed to any non-cash consideration offered under the Acquisition Proposal, indicationand such other information as the Purchaser may reasonably request, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposaland shall keep the Purchaser fully informed as to the status, including any modifications thereto)changes to the material terms, unlessof such proposal, in each caseinquiry, the Company has previously provided such notice and such copy offer or request, or any amendment to Parent. Any violation any of the foregoing restrictions by any controlled Affiliate foregoing, and shall respond promptly to all inquiries from the Purchaser with respect thereto. (e) Each of the Shareholder Target and each of the Target Shareholders covenants that it will not accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 9.15(c)) unless: (i) the CompanyTarget Board concludes in good faith that the Acquisition Proposal constitutes a Superior Proposal; (ii) or any the Target has complied with the provisions of Section 9.16; (iii) the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be Acquisition Proposal did not result from a breach of this Section 3.03 by 9.15; (iv) the ShareholderTarget pays the Termination Fee as and when payable pursuant to Section 9.17 and complies with the procedures set out in Article 11. (f) Nothing contained in this Agreement shall prohibit the Target Board from taking any action or from making any disclosure to any of the Target Shareholders prior to the Closing if, in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the Target Board's exercise of its fiduciary duties or such action or disclosure is otherwise required under Applicable Law.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) Prior to the Closing Notice Date or any extensions thereof, the Shareholder hereby agrees that the Shareholder Seller shall not, nor and shall it not authorize or permit any of his its Affiliates or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants any of its or other advisors or representatives (collectively, his or her “Representatives”) their Representatives to, directly or indirectly, (ai) encourage, solicit, initiate, propose facilitate or encouragecontinue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person provide any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to Person concerning a Takeover possible Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation ; or (eiii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebyProposal. The Shareholder shall, and Seller shall direct his or her Representatives to, immediately cease and cause to be terminated terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing communications and discussions or negotiations with any Person Persons conducted prior heretofore with respect to, or that could lead to, an Acquisition Proposal. (b) Prior to the execution Closing Notice Date or any extensions thereof, Buyers shall not, and shall not authorize or permit any of this Agreement by or on behalf of the Shareholder its Affiliates or any of his its or her their Representatives with respect to, directly or indirectly, without the prior written consent of Seller to any Takeover Proposal. The Shareholder shall as promptly as possible (and be given or withheld in any event within 24 hours) its sole discretion (i) notify Parent of solicit or accept any offer from, or submit any proposal to, any person or entity other than Seller relating to the identity direct or indirect purchase, lease or other acquisition of any Person approaching the Shareholder generation resource, including any proposal Buyers may have received in connection with a Takeover Proposal TEP’s 2013 Request for Proposals for Power Plant Purchases issued May 10, 2013 other than those from Seller or indication by any Person that it is considering making a Takeover Proposal and its Affiliates (an “Alternate Proposal”); (ii) enter into discussions or negotiations with, or provide Parent any non-public information to, any Person concerning a copy possible Alternate Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Alternate Proposal. Buyers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Alternate Proposal. Notwithstanding the foregoing, an Alternative Proposal shall not include Buyers’ potential acquisition of (i) any interest in Unit #1 of the Springerville Generating Station, (ii) the purchase of electrical energy, capacity and other electrical product not involving the purchase of a generation resource itself, for a term not greater than two (2) years, (iii) emergency or back-up generating equipment necessary to satisfy Buyer's service obligations or to comply with regulatory requirements, (iv) any renewable generation resource, (v) any generation resource replacing an existing generation resource of either Buyer that is retired (due to casualty or otherwise) so long as net generating capacity of the replacement resource does not exceed more than 150% of the net generating capacity of the existing resource or (vi) increased ownership percentage of one or more Existing Generation Resources. (c) Seller and Buyers agree that the rights and remedies for noncompliance with this Section 6.7 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such Takeover Proposal (orbreach or threatened breach shall cause irreparable injury to Seller or Buyers, where no such copy is availableas applicable, a reasonably detailed description of such Takeover Proposaland that money damages would not provide an adequate remedy to Seller or Buyers, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholderas applicable.

Non-Solicitation. Except GLN covenants and agrees that, during the period from the date of this Agreement until the earlier of: (i) the Effective Time; or (ii) the date that this Agreement is terminated, except with the written consent of Exito or as set forth in Section 4.05 hereofotherwise expressly permitted or specifically contemplated by this Agreement, GLN shall: (a) immediately cease and cause to be terminated any existing discussions or negotiations or other proceedings initiated prior to the Shareholder hereby agrees that the Shareholder shall notdate hereof by GLN, nor shall it authorize any of his or her controlled Affiliates’ its officers, directors, officers, employees, investment bankersfinancial advisors, attorneys, accountants representatives and agents ("Representatives") with respect to any Acquisition Proposal and shall request the return or other advisors or representatives destruction of any confidential information previously provided to any such third parties relating to an Acquisition Proposal; (collectively, his or her “Representatives”b) to, not directly or indirectly, (a) solicit, initiate, propose initiate or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or encourage (including by way of furnishing information) any inquiries or offers or the making of any proposal or any other effort offer that constitutes or attempt that could may reasonably be expected to lead to a Takeover Proposalan Acquisition Proposal from any person, (b) enter into, continue or otherwise participate engage in any communications discussion, negotiations or negotiations regarding, inquiries relating thereto or furnish to accept any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Acquisition Proposal, ; (c) approve not release any person from any confidentiality or recommend, standstill agreement to which GLN and such person are parties or publicly propose to approve or recommend, amend any Takeover Proposal, such agreement; and (d) make exercise all rights to require the return of information regarding GLN previously provided to such persons and shall exercise all rights to require the destruction of all materials including or incorporating any statement or proposal inconsistent with information regarding GLN. Notwithstanding the Company Recommendation or above, GLN may: (e) engage in discussions or negotiations with any person who (without any solicitation, initiation or encouragement, directly or indirectly, by GLN or its Representatives) seeks to initiate such discussions or negotiations and may furnish such third person information concerning GLN and its business, properties and assets if, and only to the extent that: (i) the other person has first made a Superior Proposal in respect of which the funds or other consideration necessary for completion thereof are or are reasonably likely to be available and GLN's board of directors has concluded in good faith, after considering applicable Law and receiving the advice of its counsel, that such action is required by GLN's board of directors to comply with its fiduciary duties under applicable Law; (ii) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, GLN provides immediate notice orally and in writing to Exito specifying that it is furnishing information to or entering into discussions or negotiations with such person or entity in respect to a Superior Proposal, receives from such person or entity an executed confidentiality agreement having confidentiality and standstill terms, and provides Exito with a copy of such Superior Proposal and any amendments thereto and confirming in writing the determination of GLN's board of directors that the Acquisition Proposal if completed would constitute a Superior Proposal; (iii) GLN provides immediate notice to Exito at such time as it or such person or entity terminates any such discussions or negotiations; and (iv) GLN immediately provides or makes available to Exito any information provided to any such person or entity whether or not previously made available to Exito; and (f) comply with Part 13 of the Securities Act (Alberta) with regard to a tender or exchange offer, if applicable, and similar rules under applicable Canadian securities laws relating to the provision of directors' circulars, and make appropriate disclosure with respect thereto to the GLN Shareholders; and (g) accept, recommend, approve or implement a Superior Proposal from a third person, but only if prior to such acceptance, recommendation, approval or implementation, GLN's board of directors shall have concluded in good faith after considering all proposals to adjust the terms and conditions of this Agreement and the Arrangement which may be offered by Exito during the three (3) Business Day notice period set forth below and after receiving the written advice of its counsel, that such action is required by GLN's board of directors to comply with its fiduciary duties under applicable Law and subject to the next paragraph hereof. GLN shall give to Exito, orally and in writing, at least three (3) Business Days advance notice of any decision by the board of directors of GLN to accept, recommend, approve or implement a Superior Proposal, which notice shall identify the party making the Superior Proposal and shall provide a true and complete copy thereof and any amendments thereto. In addition, GLN shall and shall cause its financial and legal advisors to negotiate in good faith with Exito to make such adjustments in the terms and conditions of this Agreement and the Arrangement as would enable GLN to proceed with the Arrangement as amended rather than the Superior Proposal. In the event Exito proposes to amend this Agreement and the Arrangement to provide superior value to that provided under the Superior Proposal within the three (3) Business Day time period specified above, then GLN shall not enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any definitive agreement or agreement in principle requiring regarding the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Superior Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) solicit, initiate, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the The Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her and cause its Representatives and its subsidiaries and their respective Representatives to, immediately cease and cause to be terminated all any existing communications and negotiations solicitation, encouragement, activity, discussion or negotiation with any Person conducted third party that has made, indicated any interest to make or may reasonably be expected to make, an Acquisition Proposal, whether or not initiated by the Company, and, in connection therewith, the Company shall promptly request the return or destruction of all information provided to any third party that, at any time since January 1, 2010, has entered into a confidentiality or similar agreement with the Company relating to a potential Acquisition Proposal, to the extent that such information has not previously been returned or destroyed, and shall exercise all rights it has to require, ensure and confirm that such requests are honoured in accordance with the terms of such agreement. (b) Except as expressly provided in this Article 6, the Company shall not, and shall take all commercially reasonable efforts to ensure that it does not knowingly or intentionally authorize or permit any of its Representatives, its subsidiaries or its subsidiaries’ Representatives (excluding any nominees of Gerdau or its affiliates) to: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing information, permitting any visit to any facilities or properties of the Company or any of its subsidiaries or entering into any contract) the initiation of any inquiries, proposals or offers regarding an Acquisition Proposal; (ii) engage or participate in or otherwise knowingly facilitate any discussions or negotiations with, or provide any information to, any third party regarding an Acquisition Proposal; (iii) withdraw, amend, modify or qualify in a manner adverse to the Acquiror or Gerdau, or propose publicly to withdraw, amend, modify or qualify in a manner adverse to the Acquiror or Gerdau, the approval of the Board and the Special Committee of the Arrangement or the recommendation of the Board and the Special Committee that the Public Shareholders vote in favour of the Arrangement Resolution; (iv) accept, approve, endorse or recommend or remain neutral with respect to, or propose publicly to approve, endorse or recommend or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than two business days (such period, the “Acquisition Proposal Assessment Period”) following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 6.1(b)(iv); or (v) accept or enter into, or publicly propose to accept or enter into, any contract (including any letter of intent or agreement in principle) in respect of or in any way related to any Acquisition Proposal (other than a confidentiality agreement permitted by Section 6.1(d)) or requiring the Company to abandon, terminate or fail to consummate the Arrangement. (c) The Company shall not, and shall not authorize or permit any of its subsidiaries or its or their Representatives to, directly or indirectly, amend, modify or release any third party from any confidentiality agreement, standstill agreement or standstill provisions contained in any agreement to which it is a party, and shall strictly enforce the terms thereof except to allow such party to propose or consummate an Acquisition Proposal that is or is reasonably likely to result in a Superior Proposal. (d) Notwithstanding Section 6.1(a) and any other provision of this Agreement, the Board shall, prior to the execution approval of the Arrangement Resolution by the Company Shareholders, be permitted to participate in discussions or negotiations with, or furnish information to, any person in response to an unsolicited bona fide written Acquisition Proposal delivered by such person to the Company after the date hereof if, and only to the extent that: (i) the Company has complied with all other requirements of this Section 6.1 in all respects; (ii) the Board, after consultation with its financial advisors and outside legal counsel, has determined in good faith that the Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal; (iii) prior to entering into any discussions or negotiations with, or furnishing any information to such person, the Board has received from such person an executed confidentiality agreement having substantially the same terms as the Confidentiality Agreement and, taken as a whole, being no less favourable to the Company than the Confidentiality Agreement, and which includes a “standstill” provision that restricts such person and its affiliates from announcing or initiating an Acquisition Proposal that has not been approved by the Special Committee for a period of not less than 12 months from the date of such confidentiality agreement, and the Acquiror has been provided with a copy of such confidentiality agreement and the Acquiror is provided promptly with a list of, or on behalf in the case of information that was not previously made available to the Shareholder or Acquiror, copies of, any of his or her Representatives with respect information provided to any Takeover Proposal. such person. (e) The Shareholder Company shall as promptly as possible (and in any event within 24 hours) (i48 hours of receipt by the Company) notify Parent the Acquiror, at first orally and then in writing, of all inquiries proposals, offers relating to or constituting an Acquisition Proposal, all requests for discussions or negotiations relating to an Acquisition Proposal and all requests for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries in connection with an Acquisition Proposal, in each case received on or after the date hereof, of which it or any of its subsidiaries, or any of its or their Representatives, is or becomes aware, or any amendments to any of the foregoing. Such notice shall include a description of the material terms and conditions of any such Acquisition Proposal or such inquiry, proposal, offer or request, the identity of any Person approaching the Shareholder with a Takeover person making such Acquisition Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent such inquiry, proposal, offer or request, a copy of any such Takeover Proposal (orinquiry, where no proposal, offer or request and all written communications related thereto and provide such copy is availableother details of the inquiry, proposal, offer or request as the Acquiror may reasonably request. The Company shall use commercially reasonable efforts to keep Acquiror fully informed on a reasonably detailed description prompt basis of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposalthe status, including any modifications change to the material terms, of any such inquiry, proposal, offer or request and will respond promptly to all inquiries by the Acquiror with respect thereto), unless, . (f) Nothing contained in each casethis Section 6.1 shall prohibit the Board from making any disclosure prior to the Effective Time if, the Company Board, after consultation with its financial advisors and outside legal counsel, has previously determined in good faith that such disclosure is necessary for the Board to act in a manner consistent with its fiduciary duties or is otherwise required under applicable Law, provided such notice and such copy to Parent. Any violation that the Board may amend, modify or withdraw its approval or recommendation of the foregoing restrictions by any controlled Affiliate Arrangement only in accordance with Section 6.2. (g) The Company shall at all times ensure that its subsidiaries and its and its subsidiaries’ Representatives are aware of the Shareholder (other than the Company) or provisions of this Section 6.1, and it will be responsible for any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 6.1 by the Shareholdersuch subsidiaries and Representatives.

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

Non-Solicitation. (a) Except as set forth in Section 4.05 hereofprovided for herein, the Shareholder hereby agrees that the Shareholder Target shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any Employee, representative (aincluding any financial or other advisor) or agent of the Target (collectively, the "Representatives"): (i) make, solicit, assist, initiate, propose encourage or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or otherwise facilitate the initiation of any inquiries or offers proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations with any Person (other than the making of any proposal Purchaser or any other effort or attempt of its Affiliates) regarding an Acquisition Proposal, provided, however, that the Target may communicate with any Person making an Acquisition Proposal for the purpose of advising such Person that the Acquisition Proposal could not reasonably be expected to lead to result in a Takeover Superior Proposal; (iii) approve, (b) enter intoaccept, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Acquisition Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiv) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal accept or enter into or publicly propose to accept or enter into, any agreement or letter of intent, agreement in principle requiring the Shareholder to abandonprinciple, terminate agreement, understanding, undertaking or breach his arrangement or her obligations hereunder or fail to consummate the transactions contemplated hereby. other contract in respect of an Acquisition Proposal. (b) The Shareholder Target shall, and shall direct his or her cause its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons conducted prior to the execution of this Agreement heretofore by or on behalf of the Shareholder it or any of his or her Representatives with respect to any Takeover Acquisition Proposal. The Shareholder , and, in connection therewith, the Target will discontinue access to any of its confidential information, and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise, and shall as promptly soon as possible request, to the extent that it is entitled to do so, and exercise all rights it has to require, the return or destruction of all confidential information regarding the Target previously provided to any such Person or any other Person and will request, and exercise all rights it has to require, the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Target. (c) Notwithstanding Sections 9.17(a) and in 9.17(b) and any event within 24 hours) other provision of this Agreement, if at any time following the Execution Date and prior to the Closing, the Target receives a bona fide written Acquisition Proposal that did not result from a breach of Section 9.17 or an Acquisition Proposal is made to the Shareholders and (i) notify Parent of the identity of any Person approaching Target Board determines in good faith, after consultation with the Shareholder Target's financial advisors and outside counsel, that such Acquisition Proposal constitutes or, if consummated in accordance with its terms, could reasonably be expected to be a Takeover Proposal or indication by any Person that it is considering making a Takeover Superior Proposal and (ii) in the opinion of the Target Board, acting in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action would be inconsistent with the Target Board's exercise of its fiduciary duties, then the Target may, in response to a request made by the Party making or proposing to make such Acquisition Proposal and provided it is in compliance with Sections 9.17(b) and 9.17(d): (i) furnish information with respect to the Target to the Person making such Acquisition Proposal; or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal; provided that the Target shall not, and shall not allow its Representatives to, disclose any non-public information to such person: (i) if such non-public information has not been previously provided to, or is not concurrently provided to the Purchaser; and (ii) without entering into a confidentiality and standstill agreement with such Person. (d) In the event the Target receives an Acquisition Proposal or any proposal or inquiry that could lead to an Acquisition Proposal, it shall promptly notify the Purchaser, at first orally and then in writing within 24 hours, of the material terms and conditions thereof, and the identity of the Person or Persons making the Acquisition Proposal, and shall provide Parent the Purchaser with a copy of any such Takeover Proposal (orproposal, where no such copy is availableinquiry, offer or request, a reasonably detailed description copy of any agreement entered into in accordance with Section 9.17(c) hereof and a copy of any other agreements which relate to the Acquisition Proposal to which it has access, or any amendment to any of the foregoing. The Target shall thereafter also provide such other details of such Takeover proposal, inquiry, offer or request, or any amendment to any of the foregoing, information regarding the value in financial terms that the Target Board has in consultation with its financial advisor determined should be ascribed to any non-cash consideration offered under the Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no and such copy is available, a other information as the Purchaser may reasonably detailed description of such Takeover Proposalrequest and shall keep the Purchaser fully informed as to the status, including any modifications thereto)changes to the material terms, unlessof such proposal, in each caseinquiry, the Company has previously provided such notice and such copy offer or request, or any amendment to Parent. Any violation any of the foregoing restrictions by foregoing, and shall respond promptly to all inquiries from the Purchaser with respect thereto. (e) The Target covenants that it will not accept, approve, endorse, recommend or enter into any controlled Affiliate agreement, understanding or arrangement in respect of the Shareholder an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 9.17(c)) unless: (i) the CompanyTarget Board concludes in good faith that the Acquisition Proposal constitutes a Superior Proposal; (ii) or any the Target has complied with the provisions of Section 9.18; (iii) the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be Acquisition Proposal did not result from a breach of this Section 3.03 by 9.17; (iv) the ShareholderTarget pays the Fee as and when payable pursuant to Section 9.19 and complies with the procedures set out in Article 11. (f) Nothing contained in this Agreement shall prohibit the Target Board from taking any action or from making any disclosure to any of its securityholders prior to the Closing if, in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the Target Board's exercise of its fiduciary duties or such action or disclosure is otherwise required under Applicable Law.

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

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) From the date of this Agreement until the Effective Time or, if earlier, the Shareholder hereby agrees that valid termination of this Agreement in accordance with Section 9.01, the Shareholder Company shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (ai) initiate, solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or take any other action to knowingly facilitateassist, any Takeover inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, business, assets, books, records or any confidential information or data to, any person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal or (v) resolve or agree to do, or do, any of the foregoing. The Company also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Subsidiaries and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations, discussions or negotiations with any person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiries inquiry or offers or the making of any proposal or any other effort or attempt request for information that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect toresult in, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover an Acquisition Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to Company also agrees that within three (3) Business Days of the execution of this Agreement, the Company shall request each person (other than the parties hereto and their respective Representatives) that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (and with whom the Company has had contact in the twelve (12) months prior to the date of this Agreement regarding an Acquisition Proposal) to return or destroy all confidential information furnished to such person by or on behalf of it or any of its Subsidiaries prior to the date hereof and terminate access to any physical or electronic data room maintained by or on behalf of the Shareholder Company or any of his its Subsidiaries. If a party or her any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Acquisition Proposal at any Takeover Proposal. The Shareholder time prior to the Closing, then such party shall as promptly as possible (and in any no event within 24 hourslater than twenty-four (24) (ihours after such party becomes aware of such inquiry or proposal) notify Parent such person in writing of the identity terms of any Person approaching this Section 7.05. Without limiting the Shareholder with a Takeover Proposal or indication by any Person that foregoing, it is considering making a Takeover Proposal and (ii) provide Parent a copy of understood that any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions contained in this Section 7.05 by any controlled Affiliate of the Shareholder (other than the Company) ’s Subsidiaries, or any of the ShareholderCompany’s or his or her controlled Affiliatesits Subsidiaries’ respective Representatives (other than acting on the Company’s Representatives) or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 3.03 7.05 by the ShareholderCompany. (b) For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer from any person or “group” (as defined in the Exchange Act) (other than GX, First Merger Sub, Second Merger Sub or their respective Affiliates) relating to, in a single transaction or series of related transactions, (i) any direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (ii) any direct or indirect acquisition of 15% or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Company Board), including through the acquisition of one or more Subsidiaries of the Company owning such assets, (iii) acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of the total voting power of the equity securities of the Company, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary of the Company whose business constitutes 15% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole) or (iv) any issuance or sale or other disposition (including by way of merger, reorganization, division, consolidation, share exchange, business combination, recapitalization or other similar transaction) of 15% or more of the total voting power of the equity securities of the Company.

Non-Solicitation. (a) Except as set forth provided in Section 4.05 hereofthis Article 5, the Shareholder hereby agrees that the Shareholder Company shall not, nor not and shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) cause its Subsidiaries not to, directly or indirectly, through any Representative of the Company or any of its Subsidiaries: (ai) solicit, assist, initiate, propose knowingly encourage or encourageotherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information of the Company or any inquiries of its Subsidiaries or offers entering into any form of agreement, arrangement or the making of understanding) any inquiry, proposal or any other effort offer (whether public or attempt otherwise) that constitutes or could reasonably be expected to constitute or lead to a Takeover an Acquisition Proposal, ; (bii) enter into, continue engage in or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to(other than the Purchaser Parties and their Affiliates) regarding any inquiry, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts offer that constitutes or attempt that could reasonably be expected to constitute or lead to a Takeover an Acquisition Proposal, provided that, the Company may: (cA) approve advise any Person of the existence of, and restrictions under, this Agreement; (B) communicate with any Person for the purposes of ascertaining facts from such Person or recommendclarifying the terms of any inquiry, proposal or offer made by such Person (including with respect to an Acquisition Proposal), provided a summary of such communication is subsequently provided to the Purchaser Parties; or (C) advise any Person making an Acquisition Proposal that the Company Board and/or the Company Special Committee have determined that such Acquisition Proposal does not constitute a Superior Proposal; (iii) make a Company Change in Recommendation; or (iv) accept or enter into, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal accept or enter into into, any agreement or arrangement with any Person in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. accordance with Section 5.3). (b) The Shareholder Company shall, and shall direct his or her cause its Subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated all existing communications and negotiations terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person conducted prior to (other than the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Purchaser Parties) with respect to any Takeover inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal. The Shareholder shall as promptly as possible (, and in any event within 24 hours) connection therewith, the Company must: (i) notify Parent promptly discontinue access to and disclosure of all confidential information of the identity Company or any of its Subsidiaries to any Person approaching other than the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal Purchaser Parties and their Affiliates and their respective Representatives; and (ii) provide Parent a copy in accordance with the applicable confidentiality agreement, promptly request, and exercise all rights it or any of its Subsidiaries have to require: (A) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any Person other than the Purchaser Parties and their Affiliates and their respective Representatives that has entered into a confidentiality agreement with the Company or any of its Subsidiaries since December 31, 2023; and (B) the destruction of all material including or incorporating or otherwise reflecting such Takeover Proposal (or, where no such copy is available, a reasonably detailed description confidential information regarding the Company or any of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unlessits Subsidiaries, in each case, to the extent that such information has not previously been returned or destroyed and using commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (c) The Company covenants and agrees: (i) that the Company has previously provided such notice and such copy shall take commercially reasonable actions to Parent. Any violation of enforce each confidentiality, standstill or similar agreement or covenant to which the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) Company or any of its Subsidiaries is a party; and (ii) not to release, and cause its Subsidiaries not to release, any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Shareholder’s Company or his any of its Subsidiaries under any confidentiality, standstill, non-disclosure, use, business purpose or her controlled Affiliates’ Representatives similar agreement or covenant to which the Company or any of its Subsidiaries is a party, without the prior written consent of the Purchaser Parties (other than it being acknowledged by the Company’s Representatives) Purchaser Parties that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall be deemed to not be a breach violation of this Section 3.03 5.1(c) and provided further for greater certainty that this Section 5.1(c) shall not prevent the Company Board and/or Company Special Committee from considering an Acquisition Proposal from a Person that has entered into a confidentiality agreement pursuant to Section 5.3 and accepting a Superior Proposal that might be made by the Shareholderany such Person).

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, (a) The Company agrees that, except as expressly contemplated by this Agreement, neither it nor any of the Company Subsidiaries shall, and the Company shall use its commercially reasonable efforts, and shall cause each of the Company Subsidiaries to use their respective commercially reasonable efforts to, cause their respective Representatives not to: (i) directly or indirectly initiate or solicit, initiate, propose or encourage, knowingly encourage or take knowingly facilitate (including by way of furnishing non-public information relating to the Company or any other action to knowingly facilitate, any Takeover Proposal or of the Company Subsidiaries) any inquiries or offers or the making or submission of any proposal that constitutes, or any other effort or attempt that could would reasonably be expected to lead to, an Acquisition Proposal with respect to a Takeover Proposal, the Company, (bii) enter into, continue participate or otherwise participate engage in any communications discussions or negotiations regardingwith, or furnish disclose any non-public information or data relating to the Company or any of the Company Subsidiaries or afford access to the properties, books or records of the Company or any of the Company Subsidiaries to any Person any information that has made an Acquisition Proposal with respect to the Company or to any Person in contemplation of making an Acquisition Proposal with respect to the Company or (iii) accept an Acquisition Proposal with respect to the Company or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (A) constituting or related to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal that is intended to or any inquiries or offers or the making of any proposal or any other efforts or attempt that could would reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommendto, any Takeover Proposal, (d) make any statement or proposal inconsistent Acquisition Proposal with respect to the Company Recommendation (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.4) or (eB) enter into any Acquisition Agreement constituting or relating torequiring, intending to cause, or which is intended would reasonably be expected to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring cause the Shareholder Company to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Mergers or any other transaction contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of by this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is availableeach, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request“Company Acquisition Agreement”), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than Company Subsidiaries or by any Representatives of the Company) Company or any of the Shareholder’s Company Subsidiaries, whether or his not such Representative is so authorized and whether or her controlled Affiliates’ Representatives (other than not such Representative is purporting to act on behalf of the Company’s Representatives) Company or any of the Company Subsidiaries or otherwise, shall be deemed to be a breach of this Section 3.03 Agreement by the Shareholder.Company. Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (ii) in the first sentence of this Section 5.4(a) with respect to a third party if (w) after the date of this Agreement, the Company receives a written Acquisition Proposal with respect to the Company from such third party (and such Acquisition Proposal was not, directly or indirectly, initiated, solicited, knowingly encouraged or knowingly facilitated by the Company or any of the Company Subsidiaries or any of their respective Representatives): (x) the Company provides Parent the notice required by Section 5.4(g) with respect to such Acquisition Proposal,

Non-Solicitation. (a) Except as set forth in Section 4.05 hereofprovided for herein, the Shareholder hereby agrees that the Shareholder Target shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any Employee, representative (aincluding any financial or other advisor) or agent of the Target (collectively, the “Representatives”): (i) make, solicit, assist, initiate, propose encourage or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or otherwise facilitate the initiation of any inquiries or offers proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations with any Person (other than the making of any proposal Purchaser or any other effort or attempt of its Affiliates) regarding an Acquisition Proposal, provided, however, that the Target may communicate with any Person making an Acquisition Proposal for the purpose of advising such Person that the Acquisition Proposal could not reasonably be expected to lead to result in a Takeover Superior Proposal; (iii) approve, (b) enter intoaccept, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Acquisition Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiv) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal accept or enter into or publicly propose to accept or enter into, any agreement or letter of intent, agreement in principle requiring the Shareholder to abandonprinciple, terminate agreement, understanding, undertaking or breach his arrangement or her obligations hereunder or fail to consummate the transactions contemplated hereby. other contract in respect of an Acquisition Proposal. (b) The Shareholder Target shall, and shall direct his or her cause its Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons conducted prior to the execution of this Agreement heretofore by or on behalf of the Shareholder it or any of his or her Representatives with respect to any Takeover Acquisition Proposal. The Shareholder , and, in connection therewith, the Target will discontinue access to any of its confidential information, and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise, and shall as promptly soon as possible request, to the extent that it is entitled to do so, and exercise all rights it has to require, the return or destruction of all confidential information regarding the Target previously provided to any such Person or any other Person and will request, and exercise all rights it has to require, the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Target. (c) Notwithstanding Sections 9.16(a) and in 9.16(b) and any event within 24 hours) other provision of this Agreement, if at any time following the Execution Date and prior to the Closing, the Target receives a bona fide written Acquisition Proposal that did not result from a breach of Section 9.16 or an Acquisition Proposal is made to the Target Securityholders and (i) notify Parent of the identity of any Person approaching Target Board determines in good faith, after consultation with the Shareholder Target’s financial advisors and outside counsel, that such Acquisition Proposal constitutes or, if consummated in accordance with its terms, could reasonably be expected to be a Takeover Proposal or indication by any Person that it is considering making a Takeover Superior Proposal and (ii) in the opinion of the Target Board, acting in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action would be inconsistent with the Target Board’s exercise of its fiduciary duties, then the Target may, in response to a request made by the Party making or proposing to make such Acquisition Proposal and provided it is in compliance with Sections 9.16(b) and 9.16(d): (i) furnish information with respect to the Target to the Person making such Acquisition Proposal; or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal; provided that the Target shall not, and shall not allow its Representatives to, disclose any non-public information to such person: (i) if such non-public information has not been previously provided to, or is not concurrently provided to the Purchaser; and (ii) without entering into a confidentiality and standstill agreement with such Person. (d) In the event the Target receives an Acquisition Proposal or any proposal or inquiry that could lead to an Acquisition Proposal, it shall promptly notify the Purchaser, at first orally and then in writing within 24 hours, of the material terms and conditions thereof, and the identity of the Person or Persons making the Acquisition Proposal, and shall provide Parent the Purchaser with a copy of any such Takeover Proposal (orproposal, where no such copy is availableinquiry, offer or request, a reasonably detailed description copy of any agreement entered into in accordance with Section 9.16(c) hereof and a copy of any other agreements which relate to the Acquisition Proposal to which it has access, or any amendment to any of the foregoing. The Target shall thereafter also provide such other details of such Takeover proposal, inquiry, offer or request, or any amendment to any of the foregoing, information regarding the value in financial terms that the Target Board has in consultation with its financial advisor determined should be ascribed to any non-cash consideration offered under the Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no and such copy is available, a other information as the Purchaser may reasonably detailed description of such Takeover Proposalrequest and shall keep the Purchaser fully informed as to the status, including any modifications thereto)changes to the material terms, unlessof such proposal, in each caseinquiry, the Company has previously provided such notice and such copy offer or request, or any amendment to Parent. Any violation any of the foregoing restrictions by foregoing, and shall respond promptly to all inquiries from the Purchaser with respect thereto. (e) The Target covenants that it will not accept, approve, endorse, recommend or enter into any controlled Affiliate agreement, understanding or arrangement in respect of the Shareholder an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 9.16(c)) unless: (i) the CompanyTarget Board concludes in good faith that the Acquisition Proposal constitutes a Superior Proposal; (ii) or any the Target has complied with the provisions of Section 9.17; (iii) the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be Acquisition Proposal did not result from a breach of this Section 3.03 by 9.16; (iv) the ShareholderTarget pays the Fee as and when payable pursuant to Section 9.18 and complies with the procedures set out in Article 11. (f) Nothing contained in this Agreement shall prohibit the Target Board from taking any action or from making any disclosure to any of its securityholders prior to the Closing if, in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the Target Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required under Applicable Law.

Non-Solicitation. Except as set forth (a) Subject to Section 6.3(b), from and after the date of this Agreement and until the earlier of the Effective Time or the termination of this Agreement in Section 4.05 hereofaccordance with Article VIII, none of the Shareholder hereby agrees that Company or the Shareholder Company's Subsidiaries shall, and the Company shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) use reasonable best efforts to cause its Representatives not to, directly or indirectly, (ai) initiate, solicit, initiateor knowingly facilitate or knowingly encourage (including by way of providing non-public information or data) the submission of any inquiries, propose or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries proposals or offers that constitute or the making of any proposal or any other effort or attempt that could may reasonably be expected to lead to a Takeover Proposalto, (b) enter into, continue any Company Acquisition Proposal or otherwise participate engage in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, thereto or otherwise knowingly cooperate in with or knowingly assist or participate in, or knowingly facilitate any way with any Person with respect tosuch inquiries, any Takeover Proposal proposals, discussions or any inquiries negotiations, or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (cii) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement a Company Acquisition Proposal or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement providing for or relating to, or which is intended to or is reasonably likely to lead to, any Takeover a Company Acquisition Proposal or enter into any agreement or agreement in principle requiring the Shareholder Company to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions Transactions contemplated herebyhereby or breach its obligations hereunder or propose or agree to do any of the foregoing. The Shareholder shallSubject to Section 6.3(b), and the Company shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons (other than Parent) conducted prior to theretofore by the execution of this Agreement by or on behalf of Company, the Shareholder Company Subsidiaries or any of his or her Representatives with respect to any Takeover Company Acquisition Proposal. The Shareholder Company agrees not to waive, or otherwise release any Person from, the confidentiality and standstill provisions of any agreement to which the Company is or may become a party. (b) Notwithstanding anything to the contrary in this Agreement, at any time prior to the Acceptance Time, in the event that the Company receives an unsolicited bona fide written Company Acquisition Proposal after the date hereof that did not result from the Company's material breach of any provision of this Section 6.3 and that does not constitute a breach of any standstill agreement with the Company, the Company and the Company Board of Directors may participate in discussions or negotiations (including, as a part thereof, making any counterproposal) with, or furnish any information with respect to the Company and the Company Subsidiaries to, any Person making such Company Acquisition Proposal and its Representatives or potential sources of financing if (i) the Company Board of Directors or any committee thereof determines in good faith, after consultation with the Company’s outside legal counsel and independent financial advisor, that such Company Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (ii) the Company Board of Directors determines in good faith, after consultation with its outside legal counsel, that the failure to participate in such discussions or negotiations or to furnish such information would be inconsistent with the directors' fiduciary duties to the Company Stockholders under applicable Law; provided, that the Company will not, and will use reasonable best efforts not to allow Company Representatives to, disclose any non-public information to such Person without entering into a confidentiality agreement on terms, with respect to the maintenance of confidentiality of the Company's information, which are consistent with, and are no less favorable to the Company in any material respect than, the Confidentiality Agreement. The Company shall as promptly as possible (and in any event within 24 hours) notify Parent in the event it receives (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Company Acquisition Proposal or written indication by any Person that it is considering making a Takeover Company Acquisition Proposal, (ii) any request for non-public information relating to the Company or any Company Subsidiaries other than requests for information in the ordinary course of business unrelated to a Company Acquisition Proposal or (iii) any inquiry or request for discussions or negotiations regarding any Company Acquisition Proposal, and shall include in such notice the identity of the party making such proposal or inquiry, and the material terms and conditions of any such Company Acquisition Proposal, written indication, request or inquiry. The Company shall keep Parent reasonably apprised as to the status and any material developments, discussions and negotiations concerning the same and provide to Parent promptly (and in any event within 24 hours) after receipt or delivery thereof copies of all correspondence sent to or received by the Company and all information provided by the Company to any Person pursuant to such Company Acquisition Proposal, written indication, request or inquiry. Without limiting the foregoing, the Company shall promptly (within 24 hours) notify Parent orally and in writing if it determines to provide non-public information or to engage in discussions or negotiations concerning a Company Acquisition Proposal pursuant to this Section 6.3(b). The Company shall provide Parent and Purchaser with any non-public information provided to a third party that was not previously provided to Parent and Purchaser within 24 hours of such non-public information being provided to a third-party. The Company shall not, and shall cause the Company Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of this Agreement that prohibits the Company from providing information to Parent that it is required to provide pursuant to this Section 6.3. (c) Neither the Company Board of Directors nor any committee thereof shall (i) directly or indirectly withdraw or modify the Company Board Recommendation in a manner adverse to Parent or Purchaser, or publicly propose to do so, (ii) if a Company Acquisition Proposal (including a tender offer or exchange offer for shares of capital stock of the Company that constitutes a Company Acquisition Proposal) is commenced or publicly disclosed, fail to (A) publicly recommend against such tender offer, exchange offer or other Company Acquisition Proposal (including, for these purposes, by taking no position with respect to the acceptance of any such tender offer or exchange offer by the stockholders of the Company, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days of the date on which such Company Acquisition Proposal is first commenced or publicly disclosed and (B) reaffirm the Company Board Recommendation within such ten (10) Business Day period, (iii) approve or recommend, or propose to approve or recommend, any Company Acquisition Proposal, (iv) fail to include the Company Board Recommendation in the Schedule 14D-9 or fail to permit Parent and Purchaser to include the Company Board Recommendation in the Offer Documents, (v) withdraw or modify, or propose to withdraw or modify, the approval by the compensation committee of the Company of any of the compensation arrangements for purposes of satisfying the requirements of the non-exclusive safe-harbor set forth in Rule 14d-10(d)(2) under the Exchange Act or (vi) resolve to do any of the foregoing (any of the actions described in clauses (i) through (vi) of this Section 6.3(c), a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Acceptance Time, in response to a Superior Proposal or an Intervening Event, the Company Board of Directors may make a Recommendation Withdrawal or terminate this Agreement pursuant to Section 8.1(d)(i), only if (i) the Company has provided a written notice (a “Notice of Recommendation Withdrawal”) to Parent and Purchaser that (A) states that the Company intends to take such action and sets forth the manner and timing in which it intends to do so and (B) either (x) in the case of a Superior Proposal includes the material terms of the Superior Proposal that is the basis of such action (including the identity of the Person making the Superior Proposal), or (y) in the case of an Intervening Event, includes a description of the Intervening Event in reasonable detail sufficient to enable Purchaser to reasonably determine the effect of the Intervening Event on the value of the Company, (ii) during the three (3) Business Day period following Parent’s and Purchaser’s receipt of the Notice of Recommendation Withdrawal, the Company shall, and shall direct its Representatives to, negotiate with Parent and Purchaser in good faith (to the extent Parent and Purchaser desire to negotiate) to make such adjustments in the terms and conditions of this Agreement as would enable the Company Board of Directors to proceed with the Company Board Recommendation, and (iii) following the end of such three (3) Business Day period, the Company Board of Directors shall have determined in good faith, after consultation with its independent financial advisors and outside legal counsel, taking into account any changes to this Agreement proposed in writing by Parent and Purchaser that both (A) in the case of a Superior Proposal, that the Superior Proposal giving rise to the Notice of Recommendation Withdrawal continues to constitute a Superior Proposal and (B) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Any material amendment to the financial terms or any other material amendment of a Superior Proposal or material change in the Intervening Event that is the basis of Notice of Recommendation Withdrawal shall require a new Notice of Recommendation Withdrawal and the Company shall be required to comply again with the requirements of this Section 6.3(c). (d) Nothing contained in this Section 6.3 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act to the extent required by federal securities Laws or (ii) provide Parent a copy making any disclosure to the Company Stockholders or taking any position with respect to the Merger if, in the case of this clause (ii), in the good faith judgment of the Company Board of Directors, after consultation with its outside counsel, failure to so take and/or disclose likely would be inconsistent with its fiduciary duties under applicable Law or required to comply with obligations under federal securities Laws; provided, any such Takeover Proposal disclosure made pursuant to clause (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry i) or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder ii) (other than the Company) a "stop, look and listen" letter or any similar communication of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than type contemplated by Rule 14d-9(f) under the Company’s RepresentativesExchange Act) shall be deemed to be a breach Recommendation Withdrawal unless the Company Board of Directors expressly reaffirms in such disclosure the Company Board Recommendation; provided, however, that this clause (d) shall not permit the Company to take any action restricted by Section 6.3(a) or (b) or to make a Recommendation Withdrawal except to the extent expressly permitted by Section 6.3(a), (b) or (c). (e) Nothing contained in this Section 6.3 shall prohibit the Company from responding to any unsolicited proposal or inquiry solely by advising the Person making such proposal or inquiry of the terms of this Section 3.03 by 6.3. (f) As used in this Agreement, the Shareholder.term:

Non-Solicitation. (a) Except as set forth in Section 4.05 hereofprovided for herein, the Shareholder hereby agrees that the Shareholder Target shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any Employee, representative (aincluding any financial or other advisor) or agent of the Target (collectively, the “Representatives”): (i) make, solicit, assist, initiate, propose encourage or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or otherwise facilitate the initiation of any inquiries or offers proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations with any Person (other than the making of any proposal Purchaser or any other effort or attempt of its Affiliates) regarding an Acquisition Proposal, provided, however, that the Target may communicate with any Person making an Acquisition Proposal for the purpose of advising such Person that the Acquisition Proposal could not reasonably be expected to lead to result in a Takeover Superior Proposal; (iii) approve, (b) enter intoaccept, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Acquisition Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (eiv) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal accept or enter into or publicly propose to accept or enter into, any agreement or letter of intent, agreement in principle requiring the Shareholder to abandonprinciple, terminate agreement, understanding, undertaking or breach his arrangement or her obligations hereunder or fail to consummate the transactions contemplated hereby. other contract in respect of an Acquisition Proposal. (b) The Shareholder Target shall, and shall direct his or her cause its respective Representatives to, immediately cease and cause to be terminated all existing communications and negotiations any solicitation, encouragement, discussion or negotiation with any Person Persons conducted prior to the execution of this Agreement heretofore by or on behalf of the Shareholder it or any of his or her its Representatives with respect to any Takeover Acquisition Proposal. The Shareholder , and, in connection therewith, the Target will discontinue access to any of confidential information with respect to the Target and the Target Business, and not establish or allow access to any of the Target’s confidential information, or any data room, virtual or otherwise, and shall as promptly soon as possible request, to the extent entitled to do so, and exercise all rights it has to require, the return or destruction of all confidential information regarding the Target previously provided to any such Person or any other Person, and will request, and exercise all rights it has to require, the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Target. (c) Notwithstanding Sections 9.9(a) and in 9.9(b) and any event within 24 hours) other provision of this Agreement, if at any time following the Execution Date and prior to the Closing, the Target receives a bona fide written Acquisition Proposal that did not result from a breach of Section 9.9, or an Acquisition Proposal is made to a Target Shareholder, and: (i) notify Parent of the identity of any Person approaching Target Board determines in good faith, after consultation with the Shareholder Target’s financial advisors and outside counsel, that such Acquisition Proposal constitutes or, if consummated in accordance with its terms, could reasonably be expected to be a Takeover Proposal or indication by any Person that it is considering making a Takeover Superior Proposal and (ii) in the opinion of the Target Board, acting in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action would be inconsistent with the Target Board’s exercise of its fiduciary duties, then the Target may, in response to a request made by the Party making or proposing to make such Acquisition Proposal, and provided it is in compliance with Sections 9.9(b) and 9.9(d): (iii) furnish information with respect to the Target to the Person making such Acquisition Proposal; or (iv) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal; provided that the Target shall not, and shall not allow its Representatives to, disclose any non- public information to such person: (v) if such non-public information has not been previously provided to, or is not concurrently provided to the Purchaser; and (vi) without entering into a confidentiality and standstill agreement with such Person. (d) In the event that the Target receives an Acquisition Proposal or any proposal or inquiry that could lead to an Acquisition Proposal, it shall promptly notify the Purchaser, at first orally and then in writing within 24 hours, of the material terms and conditions thereof, and the identity of the Person(s) making the Acquisition Proposal, and shall provide Parent the Purchaser with a copy of any such Takeover Proposal (orproposal, where no such copy is availableinquiry, offer or request, a reasonably detailed description copy of any agreement entered into in accordance with Section 9.9(c) hereof and a copy of any other agreements which relate to the Acquisition Proposal to which it has access, or any amendment to any of the foregoing. The Target shall thereafter also provide the Purchaser with such other details of such Takeover proposal, inquiry, offer or request, or any amendment to any of the foregoing, information regarding the value in financial terms that the Target Board has in consultation with its financial advisor determined should be ascribed to any non-cash consideration offered under the Acquisition Proposal, indicationand such other information as the Purchaser may reasonably request, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposaland shall keep the Purchaser fully informed as to the status, including any modifications thereto)changes to the material terms, unlessof such proposal, in each caseinquiry, the Company has previously provided such notice and such copy offer or request, or any amendment to Parent. Any violation any of the foregoing restrictions by foregoing, and shall respond promptly to all inquiries from the Purchaser with respect thereto. (e) The Target covenants that it will not accept, approve, endorse, recommend or enter into any controlled Affiliate agreement, understanding or arrangement in respect of the Shareholder an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 9.9(c)) unless: (i) the CompanyTarget Board concludes in good faith that the Acquisition Proposal constitutes a Superior Proposal; (ii) or any the Target has complied with the provisions of Section 9.10; (iii) the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be Acquisition Proposal did not result from a breach of this Section 3.03 by 9.9; (iv) the ShareholderTarget complies with the procedures set out in Article 10. (f) Nothing contained in this Agreement shall prohibit the Target Board from taking any action or from making any disclosure to any of the Target Shareholders prior to the Closing if, in the good faith judgment of the Target Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the Target Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required under Applicable Law.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) From and after the date hereof until the earlier of the Closing, the Shareholder hereby agrees that End Date or the Shareholder date, if any, on which this Agreement is terminated pursuant to Section 9.1, each of FSAM, FSH and Seller shall not, nor and shall it authorize any of his or her cause its controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) Affiliates and instruct its Representatives not to, directly or indirectly, (ai) solicit, initiate, propose or knowingly encourage, entertain or take any other action to knowingly facilitate, or make any Takeover Proposal inquiry, offer or any inquiries or offers or the making of any proposal or any other effort or attempt that could would reasonably be expected likely to lead to to, any Competing Transaction (a Takeover “Competing Transaction Proposal”), (bii) enter intoinitiate, continue or otherwise participate in any communications discussions or negotiations regardingnegotiations, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement written or agreement oral agreement, arrangement or understanding, regarding a Competing Transaction, (iii) disclose, directly or indirectly, any confidential information concerning the Transferred Assets (except as necessary to manage the Transferred Assets in principle requiring the Shareholder to abandonordinary course of business consistent with past practices), terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior afford access to the execution business, directors, officers, employees, properties, facilities, assets, contracts, books or records of this Agreement by or on behalf of the Shareholder FSAM, FSH, Seller or any of his or her Representatives with respect their respective Subsidiaries to any Takeover Proposal. The Shareholder shall as promptly as possible (and Person in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder connection with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unlessCompeting Transaction, in each case, other than to Buyer or its respective Affiliates or Representatives, (iv) release any Person from or waive, terminate, modify or fail to enforce any provision of any standstill or similar obligation of any Person (other than Buyer) with respect to FSAM, FSH, Seller, the Company has previously provided such notice and such copy BDCs or any of their respective Subsidiaries that is in effect as of the date of this Agreement (unless FSAM, FSH or Seller, as the case may be, determines in good faith, after consultation with its outside legal counsel, that the failure to Parentso release, waive, terminate, modify or fail to enforce would be inconsistent with its or its directors’, general partners’ or managers’ respective fiduciary duties under applicable Law) or (v) authorize any of, or commit or agree to do any of the foregoing. Any Without limiting the foregoing, it is agreed that any violation of the foregoing restrictions set forth in the preceding sentence by any controlled Affiliate Representative of the Shareholder (other than the Company) FSAM, FSH, Seller or any of the Shareholder’s or his or her their respective controlled Affiliates’ Representatives (other than the Company’s Representatives) Affiliates shall be deemed to be a breach of this Section 3.03 6.9 by FSAM, FSH or Seller, as applicable. Notwithstanding the Shareholderforegoing or any other provision of this Agreement to the contrary, at any time prior to obtaining the FSAM Stockholder Approval, in response to an unsolicited written Competing Transaction Proposal, (i) if FSAM’s board of directors or any committee thereof determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Competing Transaction Proposal constitutes a Superior Proposal or could be reasonably likely to lead to a Superior Proposal, FSAM’s board of directors or any committee thereof shall be permitted to participate (and to authorize FSAM and its Representatives to participate) in discussions regarding such Competing Transaction Proposal solely to the extent necessary to clarify the terms of such Competing Transaction Proposal and (ii) if FSAM’s board of directors or any committee thereof determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Competing Transaction Proposal constitutes a Superior Proposal, FSAM may (and may authorize and permit its Subsidiaries and Representatives to), to the extent that FSAM’s board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, (x) furnish information with respect to FSAM and its Subsidiaries to the Person making such Competing Transaction Proposal (and its Representatives) pursuant to a confidentiality agreement containing confidentiality provisions that, taken as a whole, are no more favorable to the receiving party under such confidentiality agreement than those applicable to Buyer in the FSAM Confidentiality Agreement, provided that all such information has previously been provided to Buyer or is provided to Buyer prior to the time that it is provided to such Person or any of its Representatives, and (y) participate in discussions and negotiations with the Person making such Competing Transaction Proposal (and its Representatives) regarding such Competing Transaction Proposal; provided, further, that FSAM shall notify Buyer of such Competing Transaction Proposal prior to disclosing any information about FSAM and its Subsidiaries to the Person making such Competing Transaction Proposal. (b) Each of FSAM, FSH and Seller, as applicable, shall promptly request that all Persons who executed a confidentiality agreement with FSAM, FSH or Seller, as applicable, in connection with the consideration of a possible acquisition of FSAM or the Transferred Assets (each a “Seller Confidentiality Agreement”) return, or destroy, all confidential information heretofore furnished to such Persons subject to the terms of such Seller Confidentiality Agreement.

Non-Solicitation. Except (a) No Solicitation or Negotiation. Subject to any actions which Allergan is required to take so as to comply with the requirements of the Takeover Rules, from the date of this Agreement until the earlier of Effective Time and the valid termination of this Agreement pursuant to and in accordance with Article 9, except as otherwise set forth in this Section 4.05 hereof5.3, the Shareholder hereby agrees that the Shareholder Allergan shall not, nor and it shall it authorize any of his or her controlled Affiliates’ cause its Subsidiaries and its and their respective directors, officersofficers and employees not to, employees, investment bankers, attorneys, accountants or and it shall use reasonable best efforts to cause its and its Subsidiaries’ other advisors or representatives (collectively, his or her “Representatives”) Representatives not to, directly or indirectly, : (ai) solicit, initiate, propose or encourage, initiate or take any other action to knowingly facilitate, facilitate or knowingly encourage (including by way of furnishing information to any Takeover Person in connection with) the submission of any Allergan Alternative Proposal or any inquiries or offers or the making of any indication, proposal or any other effort or attempt inquiry that could would reasonably be expected to lead to a Takeover an Allergan Alternative Proposal, ; (bii) enter into, continue into or otherwise participate in any communications discussions or negotiations regardingwith, or furnish to any Person any information with respect relating to Allergan or any of its Subsidiaries to, or afford access to the business, properties, assets, books or records of Allergan or any of its Subsidiaries to, otherwise knowingly cooperate in any way with with, or knowingly assist, participate in, knowingly facilitate or knowingly encourage any Person with respect toeffort by, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt Third Party that could would reasonably be expected to lead seek to a Takeover Proposalmake, or has made, an Allergan Alternative Proposal (except to notify such Person as to the existence of the provisions of this Section 5.3); (iii) (A) withdraw or qualify, amend or modify in any manner adverse to AbbVie, the Scheme Recommendation or the recommendation contemplated by Section 3.6(c), if applicable, (cB) approve fail to include the Scheme Recommendation in the Scheme Document or the Proxy Statement, (C) recommend, adopt or approve or publicly propose to approve or recommend, adopt or approve any Takeover ProposalAllergan Alternative Proposal or (D) fail to reaffirm the Scheme Recommendation in a statement complying with Rule 14e-2(a) under the Exchange Act with regard to an Allergan Alternative Proposal or in connection with such action by the close of business on the 10th Business Day after the commencement of such Allergan Alternative Proposal under Rule 14e-2(a) (any of the foregoing in this clause (iii), an “Allergan Change of Recommendation”); (div) take any action to make any statement “moratorium”, “control share acquisition”, “fair price”, “supermajority”, “affiliate transactions” or proposal inconsistent with the Company Recommendation “business combination statute or regulation” or other similar anti-takeover laws and regulations under applicable Law inapplicable to any Third Party or any Allergan Alternative Proposal; or (ev) enter into any Acquisition Agreement constituting agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other agreement providing for or relating to, or which is intended to or is reasonably likely to lead to, any Takeover an Allergan Alternative Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than an Allergan Alternative Proposal NDA). Nothing contained herein shall prevent the CompanyAllergan Board from (x) complying with Rule 14e-2(a) under the Exchange Act with regard to an Allergan Alternative Proposal, so long as any action taken or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed statement made to be a breach of this Section 3.03 by the Shareholder.so comply is consistent with this

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) From and after the date of this Agreement with respect to any Person and until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated, the Shareholder hereby agrees that the Shareholder Silanis Companies shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any representative, and shall not permit any such Person to: (ai) initiate, solicit, initiateassist, propose encourage others to solicit, or encourage, entertain, facilitate or take any other action designated to knowingly facilitate, any Takeover Proposal directly or indirectly, any inquiries or offers or the making of any proposal or offer with respect to an Acquisition Proposal accept any other effort inquiry, proposal or attempt offer that would constitute, or that could reasonably be expected to lead to a Takeover to, an Acquisition Proposal, ; (bii) enter into, continue or otherwise participate in any communications discussions, negotiate with or negotiations regardingenter into any agreement or understanding with, or furnish to any Person provide any information with respect relating to the Silanis Companies to, or otherwise knowingly cooperate in any way with any other Person with respect toto any inquiry, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts offer that would constitute, or attempt that could reasonably be expected to lead to to, an Acquisition Proposal; (iii) make a Takeover ProposalChange in Recommendation; (iv) accept, (c) approve approve, endorse or recommend, or propose publicly propose to approve accept, approve, endorse or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent take no position or remain neutral with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead respect to, any Takeover Proposal Acquisition Proposal, or enter into any agreement in respect of an Acquisition Proposal; or (v) terminate, amend, release or agreement in principle requiring the Shareholder to abandon, terminate modify or breach his or her obligations hereunder or knowingly and intentionally fail to consummate enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar agreement entered into by any Silanis Company. (b) From and after the transactions contemplated hereby. The Shareholder date of this Agreement and until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated, the Silanis Companies shall, and shall direct his or her Representatives cause their representatives to, immediately cease and terminate, and cause to be terminated all existing communications and terminated, any solicitation, encouragement, discussion or negotiations commenced prior to the date of this Agreement with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal inquiry, proposal or indication by any Person offer that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover would constitute an Acquisition Proposal, indication, inquiry whether or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, not initiated by the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) Silanis Companies or any of their representatives, and the Shareholder’s Silanis Companies will discontinue access to any other third party to any data rooms (virtual or his otherwise) made available by and under the control of the Silanis Companies (and not establish or her controlled Affiliates’ Representatives allow access to any other data rooms, virtual or otherwise or otherwise furnish information). The Silanis Companies shall immediately request, to the extent permitted under applicable confidentiality and standstill agreements (other than and exercise all rights they have to require) the Company’s Representatives) return or destruction of all information provided to any third parties who have entered into a confidentiality and standstill agreement with the Silanis Companies relating to any potential Acquisition Proposal and shall be deemed use commercially reasonable efforts to be ensure that such requests are honoured in accordance with the terms of such confidentiality and standstill agreements. The Silanis Companies shall enforce the provisions of any confidentiality and standstill agreement to which any of them is a breach of this Section 3.03 party, including by seeking injunctions to prevent any such breaches and to enforce specifically the Shareholderterms and provisions thereof.

Non-Solicitation. (1) Except as set forth expressly provided in Section 4.05 hereofthis Article 3, the Shareholder hereby agrees that Vendor and the Shareholder Corporation shall not, nor shall it authorize any of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other adviser) or agent of the Vendor or the Corporation (collectively “Representatives”), or otherwise, and shall not permit any such Person to: (a) solicit, assist, initiate, propose encourage or encourageotherwise facilitate, (including by way of furnishing or providing copies of, access to, or take any other action to knowingly facilitatedisclosure of, any Takeover Proposal confidential information, books or records of the Vendor, the Corporation and/or the Target Corporations in the Vendor’s possession or entering into any inquiries form of agreement, arrangement or offers or the making of understanding) any inquiry, proposal or any other effort offer that constitutes or attempt that could may reasonably be expected to constitute or lead to a Takeover to, an Acquisition Proposal, ; (b) enter into, continue into or otherwise engage or participate in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to(other than the Purchaser) regarding any inquiry, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts offer that constitutes or attempt that could may reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that the Vendor may communicate with any Person for purposes of advising such Person of the restrictions in the Agreement or advising such Person that their Acquisition Proposal does not constitute a Superior Proposal or is not reasonably expected to constitute or lead to a Takeover Superior Proposal, ; or (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, make a Change in Recommendation. (d2) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder Vendor shall, and shall direct his or her cause the Corporation and its Representatives to, immediately cease and terminate, and cause to be terminated all existing communications and negotiations terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of the Agreement with any Person conducted prior to (other than the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives Purchaser) with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal inquiry, proposal or indication by any Person offer that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (orconstitutes, where no such copy is availableor may reasonably be expected to constitute or lead to, a reasonably detailed description of such Takeover an Acquisition Proposal, indication, inquiry or request), including draft agreements or term sheets submitted and in connection therewith (orthe Vendor shall discontinue access to and disclosure of confidential information, where no such copy is available, a reasonably detailed description of such Takeover Proposalbooks and records relating to the Target Corporations in its possession, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderData Room.

Non-Solicitation. Except as set forth in Section 4.05 hereof, the Shareholder hereby agrees that the Shareholder (i) The Target shall not, nor and, shall it not permit its Subsidiaries to, or authorize any of his or her controlled Affiliates’ its officers, directors, officersemployees, employeesagents, accountants, counsel, investment bankers, attorneys, accountants or financial advisors and other advisors or representatives (collectively, his or her “"Representatives”") to, (A) directly or indirectly, (a) solicit, initiate, propose solicit or encourage, or take any other action to knowingly facilitatefacilitate the making of any Takeover Proposal (as defined below), or (B) directly or indirectly engage in negotiations or provide any Confidential Information or data to any person making a Takeover Proposal. Notwithstanding the foregoing, prior to the date of approval of the Merger and this Agreement by the stockholders of the Target, the Target shall be permitted to respond to a Takeover Proposal (by furnishing information and access to a third party or by participating in discussions and negotiations with a third party) if, and only if, (x) the board of directors of the Target determines in good faith, after consulting with a financial advisor of nationally recognized standing, that the Takeover Proposal is reasonably likely to result in a Superior Proposal, (y) the board of directors of the Target determines, after consulting with its outside counsel, that failure to so respond would be reasonably likely to result in a breach of fiduciary duties to stockholders under applicable law and (z) the party making the Takeover Proposal executes a confidentiality agreement. (ii) The Target shall promptly advise the Buyer orally and in writing of any Takeover Proposal or any inquiries inquiry with respect to or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposal, (b) enter into, continue or otherwise participate in any communications or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make the identity of the Person making any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any such Takeover Proposal or enter into inquiry and the material terms of any agreement such Takeover Proposal or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. inquiry. (iii) The Shareholder shall, and Target shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications discussions and negotiations negotiations, if any, with any Person other Persons conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholder.

Non-Solicitation. Except as set forth in From the Signing Date until the earlier of the Closing Date and the date, if any, on which this Agreement is validly terminated pursuant to Section 4.05 hereof10.1, the Shareholder hereby agrees that the Shareholder each Seller shall not, nor and shall it authorize any of his or her controlled Affiliates’ cause its Subsidiaries, Affiliates and their directors, officers, employees, investment bankers, attorneys, accountants or employees and other advisors or representatives (collectively, his or her “Representatives”) Representatives not to, directly or indirectly, (a) solicit, initiate, propose negotiate, accept, discuss, consider, propose, or knowingly encourage, directly or take any other action to knowingly facilitateindirectly, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Alternative Proposal, ; (b) enter into, continue or otherwise participate engage in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover an Alternative Proposal, ; (c) approve disclose or recommendprovide any nonpublic information relating to the Business, including the Assets or publicly propose to approve the Assumed Liabilities, (including this Agreement) in connection with an Alternative Proposal; or recommend, any Takeover Proposal, (d) make afford access to the properties, books or records of the Business to any statement Person that has made any Alternative Proposal, in each case, other than Buyers or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebyits Representatives. The Shareholder Each Seller agrees that it shall, and shall direct his or her cause its Subsidiaries, Affiliates and their directors, officers, employees and other Representatives to, immediately cease and cause to be terminated all existing communications and discussions or negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover ProposalAlternative Proposal and request that all confidential information previously furnished to any such Person be returned or destroyed promptly and shut down any physical or electronic “data room” or analogous access to information. The Shareholder Sellers shall as notify Buyers promptly as possible (and and, in any event event, within 24 hours) if Seller or any of its Representatives becomes aware of any proposal or offer (i) notify Parent of formal or informal, oral, written or otherwise), or any inquiry or contact with any Person with respect to an Alternative Proposal, such notice to include the identity of any the Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover proposing such Alternative Proposal and the material terms thereof (ii) provide Parent a copy of any and, if such Takeover Proposal (orproposal, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indicationoffer, inquiry or request), including draft agreements or term sheets submitted contact is in connection therewith (or, where no such copy is availablewriting, a reasonably detailed description copy thereof). For purposes of such Takeover this Agreement, “Alternative Proposal” shall mean any inquiry, including proposal or offer from any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder Person (other than the CompanyBuyers and any Affiliates thereof) to purchase or otherwise acquire, in a single transaction or series of related transactions, any of the Shareholder’s or his or her controlled Affiliates’ Representatives Asset (other than Inventory or equipment in the Company’s RepresentativesOrdinary Course of Business) (it being understood that any proposal to purchase any Station Properties set forth on Schedule 5.15 shall not be deemed to be an Alternative Proposal) including through a breach recapitalization, consolidation, joint venture, tender offer, merger, sale or exchange of this Section 3.03 by the Shareholderoutstanding equity securities, whether effected in a single transaction or a series of related transactions.

Non-Solicitation. Except as set forth in Section 4.05 hereofFor the Term of this Agreement, the Shareholder hereby agrees that Company shall, and cause the Shareholder shall notCompany Subsidiaries, nor shall it authorize any of his or her controlled Affiliates’ its and their directors, officers, managers, Affiliates, employees, investment bankers, attorneys, accountants or accountants, other advisors advisors, agent or representatives (collectively, his or her the “Representatives”): (i) not to, directly or indirectly, (ai) solicit, initiate, propose initiate or encourage, or take any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers or reasonably likely to result in the making of any proposal Takeover Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations with a third party regarding, or furnish to any third party any information, or take any other effort action to facilitate any inquiries with respect to, or attempt otherwise cooperate in any way with, any Takeover Proposal; (ii) immediately cease and cause to be terminated all discussions or negotiations with any Person conducted heretofore with respect to any proposal that could constitutes or would reasonably be expected to lead to a Takeover Proposal, and cause all materials and written information communicated by the Company or its advisors and agents to such Person to be returned to the Company or destroyed; (biii) enter intoto notify the Purchaser of the receipt by it, continue or otherwise participate in any communications or negotiations regardingfrom the date of execution hereof, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, of each and any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could contact reasonably be expected likely to lead to a Takeover Proposal, Proposal including the full details thereof (cand any subsequent amendment thereof) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with and the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf identity of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as persons involved, promptly as possible (and in any event within 24 hours) hours of such receipt or contact, unless the Company is bound to keep such information confidential pursuant to a confidentiality agreement entered into prior to the date of execution hereof, provided that the Company shall notify the Person making the Takeover Proposal of the provisions of Section 4.5 (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy above; and (iv) to keep the Purchaser reasonably and regularly informed of the status of any such Takeover Proposal or contact, including the material details thereof, provided, however, that nothing contained in this Section or elsewhere in this Agreement shall (or, where no such copy is available, a reasonably detailed description i) prohibit the Company or the Company Board from complying with applicable laws and regulations (including in respect of such Takeover Proposal, indication, inquiry or requesttheir fiduciary duties), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, ii) prevent discussions or negotiations with a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, third party who files with the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than AMF a Superior Proposal for the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the Shareholdersecurities.

Non-Solicitation. Except as set forth in Section 4.05 hereof(a) From and after the date of this Agreement, the Shareholder hereby agrees Seller will, and will cause the Seller’s Subsidiaries and its and their respective officers to, and will use its reasonable best efforts to cause its and their respective directors and other Representatives to, immediately cease, and cause to be terminated, any solicitations, encouragement, discussions or negotiations with any Person conducted heretofore by the Seller or any of its Subsidiaries or any of its or their respective Representatives with respect to any inquiry, proposal or offer that constitutes, or would be reasonably likely to lead to or result in, a Competing Proposal. The Seller shall promptly (and in any event within two Business Days after the Shareholder shall date of this Agreement) deliver a written notice to each Person that has received non-public information regarding the Seller within the 24 months prior to the date of this Agreement pursuant to a confidentiality agreement with the Seller for purposes of evaluating any transaction that could be a Competing Proposal and for whom no similar notice has been delivered prior to the date of this Agreement requesting the prompt return or destruction (as provided in the terms of the applicable confidentiality agreement) of all confidential information concerning the Seller and any of its Subsidiaries heretofore furnished to such Person. The Seller will immediately terminate any physical and electronic data access previously granted to any such Person to diligence or other information regarding the Seller or any of its Subsidiaries for purposes of evaluating any transaction that could be a Competing Proposal. (b) From and after the date of this Agreement, the Seller will not, nor shall it authorize any of his or her controlled Affiliates’ directorsand will cause the Seller’s Subsidiaries not to, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) and will use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) initiate, (a) solicit, initiate, propose or encourage, knowingly encourage or take knowingly facilitate the submission of any other action to knowingly facilitate, any Takeover Proposal or any inquiries or offers inquiry or the making of any proposal or any other effort offer that constitutes, or attempt that could would be reasonably be expected likely to lead to or result in, a Takeover Competing Proposal, ; (bii) enter intoengage in, continue or otherwise participate in any communications discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate in any way with any Person with respect to, any Takeover relating to, or in furtherance of a Competing Proposal or any inquiries inquiry, proposal or offers offer that would be reasonably likely to lead to or result in a Competing Proposal; (iii) furnish any non-public information regarding the Seller or its Subsidiaries, or access to the properties, assets or employees of the Seller or its Subsidiaries, to any Person in connection with or in response to any Competing Proposal or any inquiry, proposal or offer that would be reasonably likely to lead to or result in a Competing Proposal; (iv) approve, adopt or enter into any letter of intent or agreement in principle or other agreement providing for or relating to a Competing Proposal (other than a confidentiality agreement entered into in compliance with Section 6.10(e)(ii)); (v) take any action to make the provisions of any Takeover Law or any similar provision in the Seller Organizational Documents inapplicable to any transactions contemplated by a Competing Proposal (and, to the extent permitted thereunder, the Seller shall promptly take all steps necessary to terminate any revocable or terminable waiver that may have been heretofore granted to any Person other than the Buyer under any such provisions); (vi) submit any Competing Proposal to a vote or consent of the stockholders of the Seller; or (vii) propose or recommend publicly or agree or otherwise resolve to do any of the foregoing; provided, however, that notwithstanding anything to the contrary in this Agreement, the Seller or any of its Representatives may, (x) in response to an unsolicited inquiry or proposal that did not result from a breach of this Section 6.10, request information reasonably necessary to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or is reasonably likely to lead to or result in, a Superior Proposal and (y) in response to an inquiry or proposal from a third party, inform a third party or its Representatives of the restrictions imposed by the provisions of this Section 6.10 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder). (c) In the event that on or after the date of this Agreement, the Seller receives a Competing Proposal or any request for information relating to the Seller or any Subsidiary of the Seller or for access to the properties, books or records of the Seller in connection with or response to a Competing Proposal or any request for discussions or negotiations with the Seller or a Representative of the Seller relating to a Competing Proposal, the Seller will (i) promptly (and in no event later than 24 hours after receipt thereof) notify (which notice shall be provided orally and in writing and shall identify the Person making such Competing Proposal or request and set forth the material terms thereof) the Buyer thereof, (ii) keep the Buyer reasonably and promptly (and in no event later than 24 hours) informed of the status and material terms of (including with respect to changes to the status or material terms of) any such Competing Proposal or request and (iii) as promptly as practicable (but in no event later than 24 hours after receipt) provide to the Buyer unredacted copies of all material correspondence and written materials (regardless of whether electronic) sent or provided to the Seller 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. (d) Except as permitted by Section 6.10(e), the Seller Board, including any committee thereof, agrees it shall not: (i) withhold, withdraw, qualify, amend or modify, or publicly propose or announce any intention to withhold, withdraw, qualify, amend or modify, in a manner adverse to the Buyer, the Board Recommendation; (ii) fail to include the Board Recommendation in the Proxy Statement (including when filed with the SEC or disseminated to the Seller’s stockholders); (iii) adopt, approve, endorse or recommend, or publicly propose or announce any intention to adopt, approve, endorse or recommend, any Competing Proposal; (iv) publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement entered into in compliance with Section 6.10(e)(ii)) relating to a Competing Proposal (an “Alternative Acquisition Agreement”); (v) in the case of a Competing Proposal that is structured as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for shares of Seller Common Stock (other than by the Buyer or an Affiliate of the Buyer), fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against acceptance of such tender offer or exchange offer by its stockholders on or prior to the earlier of (A) ten business days (as such term is used in Rule 14d-9 under the Exchange Act) after commencement of such tender offer or exchange offer and (B) three Business Days prior the date of the Seller Stockholder Meeting (or promptly after the commencement of such tender offer or exchange offer if commenced on or after the third Business Day prior to the date of the Seller Stockholder Meeting); (vi) if a Competing Proposal shall have been publicly announced or disclosed (other than pursuant to the foregoing subparagraph (v)) and has not been withdrawn, fail to publicly reaffirm the Board Recommendation on or prior to the earlier of (A) five Business Days after the Buyer so requests in writing and (B) three Business Days prior the date of the Seller Stockholder Meeting (or promptly after the announcement or disclosure of such Competing Proposal if announced or disclosed on or after the third Business Day prior to the date of the Seller Stockholder Meeting) (it being understood that the Seller will not be obligated to affirm the Board Recommendation on more than two occasions with respect to any Competing Proposal); or (vii) authorize, cause or permit the Seller or any of its Subsidiaries to enter into an Alternative Acquisition Agreement (together with any of the actions set forth in the foregoing subparagraphs (i) through (vi), a “Change in Recommendation”). (e) Notwithstanding anything in this Agreement to the contrary: (i) the Seller Board may, after consultation with the Seller’s outside legal counsel, make such disclosures as the Seller Board thereof determines in good faith are necessary to comply with Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act and such other public disclosures as the Seller Board determines in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Seller Board under applicable Law; provided, however, that (x) any such disclosure that relates to a Competing Proposal shall be deemed to be a Change in Recommendation unless the Seller Board reaffirms the Board Recommendation in such disclosure and (y) this Section 6.10(e)(i) shall not be deemed to permit the Seller Board to make a Change in Recommendation other than in accordance with Section 6.10(e)(iii) or Section 6.10(e)(iv). (ii) at any time prior to, but not after, the receipt of the Seller Stockholder Approval, the Seller and its Representatives may engage in the activities prohibited by Section 6.10(b)(ii) or Section 6.10(b)(iii) (and may solicit, propose, encourage, or facilitate any inquiry or the making of any proposal or any other efforts or attempt that could reasonably be expected offer with respect to lead to a Takeover Proposal, (c) approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover such Competing Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated hereby. The Shareholder shall, and shall direct his or her Representatives to, immediately cease and cause to be terminated all existing communications and negotiations modification thereto) with any Person conducted prior if the Seller receives a bona fide written Competing Proposal from such Person that was not solicited in breach of the obligations set forth in this Section 6.10; provided, however, that (w) no information that is prohibited from being furnished pursuant to Section 6.10(b) may be furnished until the execution Seller receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of this Agreement non-public information furnished to such Person by or on behalf of the Shareholder Seller that are no less favorable to the Seller than the terms of the Confidentiality Agreement and that does not prohibit compliance by the Seller with its obligations under this Agreement, in each case as determined in good faith by the Seller Board, (x) any such non-public information has previously been made available to, or any is made available to, the Buyer prior to or concurrently with (or in the case of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as oral non-public information only, promptly as possible after (and in any event within 24 hourshours after)) the time such information is made available to such Person, (iy) notify Parent prior to taking any such actions, the Seller Board determines in good faith, after consultation with the Seller’s financial advisors and outside legal counsel, that such Competing Proposal is, or is reasonably likely to lead to or result in, a Superior Proposal, and (z) prior to taking any such actions, the Seller Board determines in good faith after consultation with the Seller’s outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the Seller Board to the stockholders of the Seller under applicable Law. (iii) at any time prior to, but not after, the receipt of the Seller Stockholder Approval, in response to a bona fide written Competing Proposal from a third party that was not solicited in breach of the obligations set forth in this Section 6.10, the Seller Board may effect a Change in Recommendation or may terminate this Agreement pursuant to Section 9.1(d)(i); provided, however, that such Change in Recommendation or termination may not be made unless and until: (A) the Seller Board determines in good faith after consultation with the Seller’s financial advisors and outside legal counsel that such Competing Proposal is a Superior Proposal; (B) the Seller Board determines in good faith, after consultation with the Seller’s outside legal counsel, that failure to effect a Change in Recommendation in response to such Superior Proposal would be inconsistent with the fiduciary duties owed by the Seller Board to the stockholders of the Seller under applicable Law; (C) the Seller provides the Buyer written notice of such proposed action and the basis thereof at least four Business Days in advance, which notice shall set forth in writing that the Seller Board intends to consider whether to take such action and include the identity of the offeror(s) and an unredacted copy of the relevant documents relating to the Competing Proposal; (D) after giving such notice and prior to effecting such Change in Recommendation or termination, the Seller negotiates (and directs its officers, employees, financial advisor, outside legal counsel and other Representatives to negotiate) in good faith with the Buyer (to the extent the Buyer wishes to negotiate) to make such adjustments or revisions to the terms of this Agreement as would obviate the need for the Seller Board to effect a Change in Recommendation or terminate this Agreement pursuant to Section 9.1(d)(i) in response thereto; and (E) at the end of the four Business Day period, prior to taking action to effect a Change in Recommendation or terminate this Agreement pursuant to Section 9.1(d)(i), the Seller Board takes into account any Person approaching adjustments or revisions to the Shareholder terms of this Agreement proposed by the Buyer in writing and determines in good faith after consultation with the Seller’s financial advisors and outside legal counsel that the Competing Proposal remains a Takeover Superior Proposal and, after consultation with outside legal counsel, that the failure to effect a Change in Recommendation in response to such Superior Proposal would be inconsistent with the fiduciary duties owed by the Seller Board to the stockholders of the Seller under applicable Law; provided, however, that in the event of any material amendment or indication by material modification to any Person Superior Proposal (it being understood that it is considering making a Takeover Proposal and (ii) provide Parent a copy any amendment or modification to the economic terms of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Superior Proposal, indicationsuch as terms with respect to price or financing, inquiry or requestshall be deemed material), including draft agreements or term sheets submitted the Seller shall be required to deliver a new written notice to the Buyer and to comply with the requirements of this Section 6.10(e)(iii) with respect to such new written notice, except that the advance written notice obligation set forth in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representativesthis Section 6.10(e)(iii) shall be deemed reduced to be two Business Days; provided further that any such new written notice shall in no event shorten the original four Business Day notice period. (iv) at any time prior to, but not after, the receipt of the Seller Stockholder Approval, in response to an Intervening Event that occurs or arises after the date of this Agreement and that did not arise from or in connection with a breach of this Section 3.03 Agreement by the Shareholder.Seller, the Seller Board may effect a Change in Recommendation; provided, however, that such a Change in Recommendation may not be made unless and until: (A) the Seller Board determines in good faith after consultation with the Seller’s financial advisors and outside legal counsel that an Intervening Event has occurred; (B) the Seller Board determines in good faith, after consultation with the Seller’s outside legal counsel, that failure to effect a Change in Recommendation in response to such Intervening Event would be inconsistent with the fiduciary duties owed by the Seller Board to the stockholders of the Seller under applicable Law; (C) the Seller provides the Buyer written notice of such proposed action and the basis thereof at least four Business Days in advance, which notice shall set forth in writing that the Seller Board intends to consider whether to take such action and includes a reasonably detailed descrip

Non-Solicitation. Except (a) Subject to the provisions of this Section 6.2, and except for actions or omissions taken by or at the direction of Parent or Merger Sub, or their respective Affiliates, including in such Person’s capacity as set forth in Section 4.05 hereofa director, officer or employee of any of the Group Companies or otherwise, during the Pre-Closing Period, the Shareholder hereby agrees that the Shareholder Company shall not, nor and shall it not authorize or permit any of his its Representatives, any of the Company’s Subsidiaries or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) any of their respective Representatives to, directly or indirectly, : (ai) solicit, initiate, propose initiate or encourage, or take knowingly encourage any other action to knowingly facilitate, any Takeover Competing Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt offer that could reasonably be expected to lead to a Takeover Competing Proposal, ; (bii) enter into, continue or otherwise participate engage in any communications discussions or negotiations regarding, with any Person or furnish to any Person (or any representative thereof) any non-public information with respect toto the Company or any of its Subsidiaries, or otherwise knowingly cooperate in any way with any Person (or any representative thereof), in each case, with respect tothe intent to induce the making of, any Takeover a Competing Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt offer that could reasonably be expected to lead to a Takeover Competing Proposal; (iii) approve, (c) approve or recommendendorse, or publicly propose to approve or recommend, any Takeover Proposal, (d) make any statement or proposal inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal recommend or enter into any written agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar written agreement or any Contract relating to any Competing Transaction (other than an Acceptable Confidentiality Agreement entered into in principle requiring accordance with Section 6.2(b)); (iv) grant any waiver, amendment or release under any standstill, confidentiality or similar agreement to which the Shareholder Company is a party and the Company shall promptly take all actions necessary to abandon, terminate or breach his cause to be terminated any such waiver previously granted with respect to any provision of any such standstill, confidentiality or her obligations hereunder similar agreement and to enforce such standstill, confidentiality or fail similar agreement; or (v) authorize or direct any of the Representatives of the Company or any of its Subsidiaries to consummate take any action or resolve to propose, agree or publicly announce an intention to do any of the transactions contemplated herebyforegoing. (b) Notwithstanding anything in this Agreement to the contrary, at any time on or after the date hereof and prior to the Closing, following the receipt of a bona fide written proposal or offer regarding a Competing Transaction that was not obtained in violation of this Section 6.2, (i) the Company, the Special Committee, or their respective Representatives may communicate with the Person or group of Persons who has made such proposal or offer to clarify and understand the terms and conditions thereof, and notify such Persons of the restrictions of this Section 6.2(b), (ii) the Company and its Representatives may furnish nonpublic information in response to the request of the Person or group of Persons who has made such proposal or offer, provided that (x) prior to furnishing such nonpublic information, the Company receives from such Person or group of Persons an executed Acceptable Confidentiality Agreement, and (y) concurrently with furnishing any such nonpublic information to such Person or group of Persons, the Company furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously furnished or made available by the Company to Parent), and (iii) the Company, the Special Committee and their respective Representatives may engage or participate in any discussions or negotiations with the Person or group of Persons who has made such proposal or offer; provided further that prior to taking any actions described in clause (ii) or (iii), the Special Committee shall (A) have determined in good faith, after consultation with its outside legal counsel, that such proposal or offer constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal, and (B) provide Parent with written notice of the receipt by the Company of any Competing Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to a Competing Proposal (including the identity of the Person or group of Persons making or submitting such Competing Proposal, and details of the material terms and conditions thereof) prior to or concurrently with taking any such action. (c) The Company shall keep Parent promptly and reasonably informed with respect to (i) any inquiry or indication of interest that could lead to a Competing Proposal, (ii) the status of any such Competing Proposal and (iii) the status, any material developments and the terms of any material modification thereto. The Shareholder shallCompany agrees that it will not enter into any agreement with any Person subsequent to the date hereof that prohibits the Company from providing any information or materials to Parent in accordance with, and or otherwise complying with, this Section 6.2(c). (d) The Company shall direct his or her Representatives to, immediately cease and cause to be terminated all any discussions existing communications and negotiations as of the date hereof with any Person conducted or group of Persons that relate to or for the purpose of knowingly encouraging or facilitating any Competing Proposal. (e) During the Pre-Closing Period, neither the Company nor the Board (in accordance with Section 10.16) nor any committee thereof shall (i) withhold, withdraw, amend, qualify or modify, in a manner adverse to Parent or Merger Sub, the Company Recommendation, (ii) adopt, approve or recommend any Competing Transaction, (iii) fail to recommend against any Competing Transaction subject to Regulation 14D under the Exchange Act in any solicitation or recommendation statement on Schedule 14D-9 within ten (10) Business Days after the commencement of such Competing Transaction, or (iv) resolve or agree to take any of the foregoing actions (any of the actions or events described in clauses “(i)” through “(iv),” a “Change in Company Recommendation”). (f) Notwithstanding anything in this Agreement to the contrary, prior to the execution Closing, if in response to the receipt by the Company of a Competing Proposal, the Board or the Special Committee determines in good faith, upon the direction of the Special Committee following consultation with its financial advisor and outside legal counsel, that such offer or proposal constitutes a Superior Proposal and that the failure to take such action could reasonably be expected to be inconsistent with its fiduciary duties under applicable Laws, the Board or the Special Committee, as the case may be, may make a Change in Company Recommendation in respect of such Superior Proposal and cause the Company to terminate this Agreement under Section 9.1(c)(ii); provided that (i) the Board or the Special Committee has first notified Parent in writing of its intent to take such action (any such notice, a “Change in Company Recommendation Notice”), which notice shall contain the identity of the Person making the Superior Proposal, specify the material terms of the Superior Proposal, contain a copy of the material documents and/or agreements providing for the Superior Proposal and indicate that the Board or the Special Committee intends to effect a Change in Company Recommendation and terminate this Agreement; (ii) if requested by Parent in writing, the Company shall, and shall cause its Representatives to, for a period of at least five (5) Business Days following receipt by Parent of the Change in Company Recommendation Notice (such time period, the “Notice Period”) and prior to making any such Change in Company Recommendation and terminating this Agreement, negotiate with Parent and any Representative of Parent in good faith (to the extent Parent desires to negotiate) to permit Parent to propose amendments to the terms and conditions of this Agreement and the Transactions (a “Parent Proposal”); (iii) following the Notice Period, and taking into account any Parent Proposal received during the Notice Period, the Board or the Special Committee shall have considered in good faith such Parent Proposal, if any, and shall, prior to making any such Change in Company Recommendation and terminating this Agreement, have determined, in respect of such Superior Proposal, following consultation with its financial advisor and outside legal counsel, that the Superior Proposal would continue to constitute a Superior Proposal if the revisions proposed in such Parent Proposal, if any, were to be given effect; (iv) such Superior Proposal did not result from a material breach of this Section 6.2 (other than any such breach caused by Parent, Merger Sub, the Rollover Shareholders, the Sponsor, the Guarantor or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal their respective Affiliates); and (iiv) provide Parent a copy of any such Takeover Proposal in the event that the Board or the Special Committee (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or requestin accordance with Section 10.16) causes the Company to terminate this Agreement in accordance with this Section 6.2(f) pursuant to Section 9.1(c)(ii), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided shall pay to Parent the Company Termination Fee in accordance with Section 9.3(a). The Company acknowledges and agrees that, in connection with a Change in Company Recommendation Notice delivered in connection with a Competing Proposal that is determined to be a Superior Proposal for purpose of this Section 6.2(f), each successive material modification to the financial terms of such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the Company) or any of the Shareholder’s or his or her controlled Affiliates’ Representatives (other than the Company’s Representatives) Competing Proposal shall be deemed to constitute a new Competing Proposal and shall trigger a new Notice Period, except that the Notice Period shall be a breach of this Section 3.03 by the Shareholderat least three (3) Business Days.

Non-Solicitation. Except (a) Subject to any actions which Target is required to take so as set forth in Section 4.05 hereofto comply with the requirements of the Takeover Rules, the Shareholder hereby Target agrees that neither it nor any member of the Shareholder Target Group shall, and that it shall not, nor shall it authorize use all reasonable endeavours to cause its and their respective Representatives and any Concert Party of his or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) Target not to, directly or indirectly, : (ai) solicit, initiate, propose facilitate or encourageencourage any enquiry with respect to, or take any other action to knowingly facilitatethe making or submission of, any Takeover Target Alternative Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could which would reasonably be expected to lead to a Takeover Target Alternative Proposal, ; (bii) enter into, continue or otherwise participate in any communications discussions or negotiations regardingregarding a Target Alternative Proposal with, or or, save as required by Law, furnish to any Person any non-public information with respect to, or otherwise knowingly cooperate in any way with any Person with respect regarding Target to, any Takeover Proposal person that has made or, to the Knowledge of Target, is considering making a Target Alternative Proposal, except to notify such person as to the existence of this Section 5.2; or (iii) expressly waive, terminate, amend or modify any inquiries or offers or the making provision of any proposal “standstill” or similar obligation of any other efforts person with respect to any member of the Target Group; provided that Target shall not be (i) prohibited from permitting any person to make a Target Alternative Proposal privately to the Target Board or attempt that could reasonably be expected (ii) required to lead to a Takeover Proposal, (c) approve or recommendtake, or publicly propose to approve or recommendbe prohibited from taking, any Takeover Proposalaction otherwise prohibited or required by this sub-Clause (iii) if the Target Board determines, in good faith (d) make any statement after consultation with its outside legal counsel), that failure to take such action or proposal permit such inaction would be inconsistent with the Company Recommendation or (e) enter into any Acquisition Agreement constituting or relating to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal or enter into any agreement or agreement in principle requiring the Shareholder to abandon, terminate or breach his or her obligations hereunder or fail to consummate the transactions contemplated herebydirectors’ fiduciary duties under applicable Law. The Shareholder Target shall, and shall direct his or her cause its Subsidiaries and its and their respective Representatives and shall use all reasonable endeavours to cause its and their Concert Parties to, immediately cease and cause to be terminated all existing communications and discussions or negotiations with any Person person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives heretofore with respect to any Takeover Target Alternative Proposal, or any enquiry or proposal that may reasonably be expected to lead to a Target Alternative Proposal, request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic data room access previously granted to any such person or its Representatives. The Shareholder Target shall be responsible for any act done by one of its Concert Parties which, if done by Target, would constitute a breach of the foregoing provisions of this Clause 5.2(a). (b) Notwithstanding the limitations set forth in Clause 5.2(a), if Target receives a written Target Alternative Proposal which did not or does not result from a knowing or intentional breach of Clause 5.2(a), Target may take any or all of the following actions: (i) contact the person who makes such Target Alternative Proposal to understand the terms and conditions thereof; (ii) furnish non-public information to the third party (and any persons Acting in Concert with such third party and to their respective potential financing sources and Representatives) making such Target Alternative Proposal (provided that all such information has previously been provided to Zoetis or is provided to Zoetis concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such information, Target receives from the third party an executed confidentiality agreement, or as of the date hereof such third party is party to such a confidentiality agreement, containing terms no less restrictive on such third party than the terms in the Zoetis Confidentiality Agreement are restrictive on Zoetis; provided, however, that if such confidentiality agreement is executed after the date hereof, such confidentiality agreement shall permit Target to disclose all information contemplated by Clause 5.2(c) to Zoetis); and (iii) engage in discussions or negotiations with the third party (and such other persons) with respect to such Target Alternative Proposal; provided that Target shall not be permitted to take the action set forth in sub-clauses 5.2(b)(ii) or 5.2(b)(iii) unless the Target Board has determined in good faith (after consultation with Target’s financial advisers and outside legal counsel) that such Target Alternative Proposal is, or would reasonably be expected to lead to, a Target Superior Proposal. (c) Target shall promptly as possible (and in any event within 24 hours) (ihours of receipt of any Target Alternative Proposal) notify Parent Zoetis of the receipt of any Target Alternative Proposal and shall indicate the material terms and conditions of such Target Alternative Proposal and the identity of the person making any Person approaching such Target Alternative Proposal, and thereafter shall promptly keep Zoetis reasonably informed of any material change to the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy terms of any such Takeover Target Alternative Proposal. Target shall provide to Zoetis as soon as reasonably practicable after receipt or delivery thereof (and in any event within 24 hours of receipt or delivery) copies of all written correspondence and other written material exchanged between any member of the Target Group (or any of their respective Representatives) and the person making a Target Alternative Proposal (or, where no or such copy is available, a reasonably detailed description person’s Representatives) that describes the material terms or conditions of such Takeover Target Alternative Proposal, indication, inquiry or request), including draft agreements agreements, indications of interest or term sheets submitted by either party in connection therewith therewith. Target shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any person following the date hereof that prohibits Target from providing such information to Zoetis. (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications theretod) Except as set forth in Clause 5.2(e), unlessneither the Target Board nor any committee thereof shall: (i) withdraw (or modify in any manner adverse to Zoetis), or propose publicly to withdraw (or modify in each caseany manner adverse to Zoetis), the Company has previously provided such notice and such copy Scheme Recommendation; (ii) approve, recommend or declare advisable, or propose publicly to Parent. Any violation approve, recommend or declare advisable, any Target Alternative Proposal (any of the foregoing restrictions actions in this Clause 5.2(d) being a “Target Change of Recommendation”) (it being agreed that the provision by Target to Zoetis of notice or information in connection with a Target Alternative Proposal or Target Superior Proposal as required or expressly permitted by this Agreement shall not, in and of itself, constitute a Target Change of Recommendation); or (iii) cause or allow any controlled Affiliate member of the Shareholder (Target Group to execute or enter into, any expenses reimbursement or break fee payment agreement, letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, transaction agreement, implementation agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other agreement constituting or with respect to, or that would reasonably be expected to lead to, any Target Alternative Proposal, or requiring, or reasonably expected to cause, Target to abandon, terminate, delay or fail to consummate the Acquisition other than as contemplated by Clause 9.1(a)(ix) and other than a confidentiality agreement referred to in Clause 5.2(b). (e) Nothing in this Agreement shall prohibit or restrict the CompanyTarget Board from making a Target Change of Recommendation if the Target Board has given not less than 48 hours’ notice to Zoetis of the holding of a meeting of the Target Board (or a committee thereof) at which a Target Change of Recommendation is to be considered and has concluded, in good faith (after consultation with Target’s outside legal counsel and financial advisers) that: (i) the relevant Target Alternative Proposal constitutes a Target Superior Proposal; and (ii) that the failure to make a Target Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law, provided that (x) promptly (and in any event within 48 hours) following the Target Board’s determination (after consultation with Target’s outside legal counsel and financial advisers) that the relevant Target Alternative Proposal constitutes a Target Superior Proposal, Target has provided a written notice to Zoetis (a “Superior Proposal Notice”) advising Zoetis that Target has received a Target Alternative Proposal and specifying the material terms of such Target Alternative Proposal, the identity of the person making such Target Alternative Proposal and such other information with respect thereto required by Clause 5.2(c) and including written notice of the determination of the Target Board that such Target Alternative Proposal constitutes a Target Superior Proposal, (y) Target has provided Zoetis with an opportunity, for a period of five Business Days following the time of delivery to Zoetis of the Superior Proposal Notice (as it may be extended pursuant to the last sentence of this Clause 5.2(e), the “Notice Period”), to discuss in good faith the terms and conditions of this Agreement and the Transactions, including an increase in, or modification of, the Consideration, and such other terms and conditions such that the relevant Target Alternative Proposal no longer constitutes a Target Superior Proposal, and (z) following the expiration of such Notice Period, the Target Board has determined in good faith (after consultation with Target’s outside legal counsel and financial advisers) that the relevant Target Alternative Proposal continues to constitute a Target Superior Proposal taking into account all changes proposed in writing by Zoetis during the Notice Period and has provided to Zoetis a further written notice to such effect (a “Final Recommendation Change Notice”). If, during the Notice Period any material revision is made to the financial terms or other material terms and conditions of the relevant Target Alternative Proposal in writing, Target shall, promptly following each such revision, deliver a new Superior Proposal Notice to Zoetis and comply with the requirements of this Clause 5.2(e) with respect to such new Superior Proposal Notice, except that the Notice Period shall be the greater of two Business Days and the amount of time remaining in the initial Notice Period. (f) Nothing contained in this Agreement shall prohibit or restrict Target or the Target Board from (a) making any disclosure to the Target Shareholders required by Law (after consultation with Target’s outside legal counsel) provided such disclosure does not constitute a Target Change of Recommendation or (b) taking and disclosing to the Target Shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to shareholders); provided, however, that in no event shall this Clause 5.2(f) affect the obligations of Target set forth in Clauses 5.2(a) through 5.2(e), inclusive; provided, further, that any such disclosure pursuant to sub-clause (b) above shall constitute a Target Change of Recommendation unless such disclosure (i) expressly states that the Shareholder’s Scheme Recommendation has not changed, (ii) expressly states that the Target Board rejects the applicable Target Alternative Proposal or his or her controlled Affiliates’ Representatives (other than iii) is a “stop, look and listen” communication contemplated by Rule 14d-9(f) promulgated under the Company’s Representatives) shall be deemed to be a breach of this Section 3.03 by the ShareholderExchange Act.

Non-Solicitation. Except (a) From and after the date of this Agreement until the earlier of the Acceptance Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, and except as set forth otherwise provided for in this Section 4.05 hereof5.2, the Shareholder hereby Company agrees that the Shareholder shall not, neither it nor shall it authorize any Company Subsidiaries nor any of his its or her controlled Affiliates’ directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, his or her “Representatives”) to, their Representatives shall directly or indirectly, : (ai) solicit, initiate, propose initiate or encourage, knowingly facilitate or take encourage the submission of any other action to knowingly facilitate, any Takeover Competing Proposal or any inquiries or offers or the making of any proposal or any other effort or attempt that could reasonably be expected to lead to a Takeover Proposalwith respect thereto, (bii) enter into, continue initiate or otherwise participate in any communications or negotiations regarding, or furnish to any Person person any nonpublic information with respect to, or otherwise knowingly cooperate in any way with any Person with respect towith, any Takeover Proposal or any inquiries or offers or the making of any proposal or any other efforts or attempt that could reasonably be expected to lead to a Takeover Competing Proposal, (ciii) engage in discussions with any person with respect to any Competing Proposal, (iv) approve or recommend, or propose publicly propose to approve or recommend, any Takeover Competing Proposal, (dv) withdraw, change, amend, modify or qualify, or otherwise propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent or Purchaser, or otherwise make any statement or proposal inconsistent with with, the Company Recommendation or Board Recommendation, (evi) enter into any Acquisition Agreement constituting or relating approve, recommend, authorize, agree to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal accept or enter into any binding or non-binding letter of intent or similar document, arrangement, agreement or agreement in principle requiring commitment related to any actual or proposed Competing Proposal, or (vii) resolve, propose or agree to do any of the Shareholder foregoing (any act or failure to abandonact relating to clauses (iv), terminate or breach his or her obligations hereunder or fail (v), (vi) and, to consummate the transactions contemplated hereby. extent relating to any of such clauses, (vii) above, a “Change of Recommendation”). (b) The Shareholder Company shall, and shall direct his or her cause each of the Company Subsidiaries and its and their respective Representatives to, to (i) immediately cease and cause to be terminated all any existing discussions, negotiations or communications and negotiations with any Person conducted prior to the execution of this Agreement by or on behalf of the Shareholder or any of his or her Representatives with respect to any Takeover Proposal. The Shareholder shall as promptly as possible (and in any event within 24 hours) (i) notify Parent of the identity of any Person approaching the Shareholder with a Takeover Proposal or indication by any Person that it is considering making a Takeover Proposal and (ii) provide Parent a copy of any such Takeover Proposal (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, indication, inquiry or request), including draft agreements or term sheets submitted in connection therewith (or, where no such copy is available, a reasonably detailed description of such Takeover Proposal, including any modifications thereto), unless, in each case, the Company has previously provided such notice and such copy to Parent. Any violation of the foregoing restrictions by any controlled Affiliate of the Shareholder (other than the parties hereto) conducted heretofore or that may be ongoing with respect to, or that may reasonably be expected to lead to, a Competing Proposal, (ii) obtain the prompt return or destruction of all information previously furnished to any such Person or its Representatives and written certification of such return or destruction and (iii) take such action as is necessary to enforce any confidentiality or “standstill” provisions or provisions of similar effect to which it or a Company Subsidiary is a party or of which it is a beneficiary. (c) Notwithstanding the limitations set forth in Section 5.2(a), if the Company receives prior to the Acceptance Time an unsolicited written Competing Proposal that did not result from a willful breach of this Section 5.2, the Company may take the following actions if and to the extent the Company Board of Directors determines in good faith after consultation with the Company) ’s outside legal and financial advisors that such Competing Proposal constitutes or could reasonably be expected to result, after the taking of any of the Shareholder’s actions referred to in either of clause (x) or his (y) below, in a Superior Proposal: (x) furnish nonpublic information to the third party making such Competing Proposal, if, and only if, prior to so furnishing such information, the Company receives from the third party an executed Acceptable Confidentiality Agreement and (y) engage in discussions or her controlled Affiliates’ Representatives negotiations with the third party with respect to the Competing Proposal; provided, however, that as promptly as reasonably practicable following the Company determining to take such actions as described in clauses (other than x) and/or (y) above, the Company’s RepresentativesCompany shall (A) provide written notice to Parent of the determination of the Company Board of Directors as provided for above and (B) provide to Parent any material non-public information concerning the Company provided to such third party which was not previously provided to Parent at the same time that the Company makes such information available to such third party or as promptly as practicable thereafter. Without limiting the foregoing, it is understood that any breach of the restrictions set forth in this Section 5.2 by any Company Subsidiary or any Representative of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 3.03 5.2 by the ShareholderCompany. (d) The Company shall notify Parent and Purchaser promptly (and in no event later than forty-eight (48) hours) after receipt of any Competing Proposal or any inquiry from any Person seeking to have discussions or negotiations with the Company relating to a Competing Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the material terms and conditions of any inquiries, proposals or offers. The Company shall also promptly, and in any event within forty-eight (48) hours, notify Parent and Purchaser, orally and in writing, if it enters into discussions or negotiations concerning any Competing Proposal or provides nonpublic information or data to any person in accordance with Section 5.2(c) and keep Parent and Purchaser promptly informed of any material changes to the terms or conditions of any such Competing Proposals (including a copy of any nonpublic information or data provided in accordance with Section 5.2(c)). (e) Notwithstanding the limitations set forth in Section 5.2(a), the Company Board of Directors may prior to the Acceptance Time (i) make a Change in Recommendation in response to an unforeseen Effect (other than an Effect relating to or arising out of a Competing Proposal) that has occurred or arisen after the date of this Agreement that was not known to the Company as of the date of this Agreement if and only if the Company Board of Directors has determined in good faith after consultation with the Company’s outside legal advisors that failure to take make such a Change in Recommendation would be inconsistent with the fiduciary duties of the Company Board of Directors under applicable Law, and (ii) in response to a Competing Proposal that did not result from a breach of this Section 5.2 and that the Company Board of Directors determines, in good faith after consultation with the Company’s outside legal and financial advisors, constitutes a Superior Proposal (x) make a Change in Recommendation in order to propose publicly to recommend the approval or adoption of such Superior Proposal, or (y) terminate this Agreement in accordance with Section 8.1 in order to enter into a binding written agreement with respect to such Superior Proposal, and subject in the case of clause (ii) to the requirement that, prior to taking the action set forth in clause (x) or (y) above, as applicable, (A) the Company shall have complied in all material respects with this Section 5.2, (B) the Company shall have given Parent and Purchaser prompt (but in any event, within forty-eight (48) hours) written notice (a “Notice of Superior Proposal”) advising them of the decision of the Company Board of Directors to take such action, detailing the terms and conditions of the Competing Proposal that serves as the basis of such action and including the identity of the Person making such Competing Proposal and a copy of the proposal, if in writing, and (C) (x) the Company shall have given Parent and Purchaser four (4) business days after delivery of such notice to propose revisions to the terms of this Agreement and/or the Transactions (and/or make any other proposals) and during such time shall have negotiated and caused its Representatives to negotiate (if Parent and the Purchaser have notified the Company that they desire to negotiate), confidentially and in good faith with Parent and Purchaser so as to have such Competing Proposal cease to qualify as a Superior Proposal and (y) the Company Board of Directors shall have determined in good faith, after consultation with its outside financial and legal advisors and considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered by Parent and Purchaser, that such Competing Proposal nevertheless remains a Superior Proposal. The Company acknowledges and agrees that each successive material amendment or material revision to any Superior Proposal or any material term thereof shall constitute a new Superior Proposal, as applicable, for all purposes of this Agreement, including without limitation with respect to necessitating the delivery of a new Notice of Superior Proposal, new two (2) business day period and new determinations by the Company Board of Directors as set forth herein. (f) Nothing contained in this Agreement shall prohibit the Company or the Company Board of Directors from (i) disclosing to the Company’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the Company Board of Directors has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law; provided, however, that in no event shall this Section 5.2(f) (A) affect the obligations of the Company specified in Section 5.2(b), Section 5.2(c), Section 5.2(d) and Section 5.2(e), or (ii) permit the Company to make a Change of Recommendation without complying with Section 5.2(c).

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