Common use of Entire Agreement; No Third-Party Beneficiaries Clause in Contracts

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Equity Commitment Letter, the Guarantee and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Equity Commitment Company Disclosure Letter and the Parent Disclosure Letter, the Guarantee and together with the Confidentiality Agreement constitute and the Equity Funding Letter, constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This Agreement is not intended to and shall does not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for for: (i) if the Effective Time occurs, the right of the holders of Company Shares Company’s shareholders to receive the Merger Consideration payable in accordance with Article III, II; (ii) if the provisions set forth Effective Time occurs, the right of holders of Company Stock-Based Awards to receive such amounts as provided for in Section 6.08 of this Agreement, 6.04; (iii) from and after if the Effective TimeTime occurs, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations Indemnified Persons set forth in Section 8.03(e6.05 of this Agreement; (iv) the rights of the Company Related Parties and Parent Related Parties set forth in Section 6.06; (v) the rights of the managers, directors, officers, employees, representatives and advisors of the Company and its Subsidiaries set forth in Section 6.15(c), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are intended for the sole benefit of the parties Persons and may, in certain instances, shall be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver enforceable by the parties Persons referred to respectively in accordance with clauses (i) through (v) above and (vi) the Debt Financing Sources, who shall be express intended third party beneficiaries of each of Section 9.03 without notice or liability to any other Person. In some instances6.06(e), the representationsprovisos to Section 8.03, warrantiesthis final sentence of Section 9.07, covenantsSection 9.08(a), Section 9.08(c), Section 9.09, Section 9.11 and agreements Section 9.12 to the extent applicable thereto (in this Agreement may represent an allocation among the parties of risk associated each case, together with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, related definitions and other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date provisions of this Agreement to the extent a modification or as of any other datetermination would serve to modify the substance or provisions or such sections).

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement (including the Exhibits hereto and the documents and the instruments referred to herein), the Equity Commitment Letter, the Guarantee Company Disclosure Letter and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, between Parent and the Company and among the parties and their Affiliates, or any of them, Parties with respect to the subject matter hereof and thereof (provided that (x) any provisions of the Confidentiality Agreement conflicting with this Agreement shall be superseded by this Agreement and (y) all standstill or similar provisions set forth in the Confidentiality Agreement shall terminate and no longer be in effect upon execution and delivery hereof. This Agreement is ) and (b) are not intended to and shall not confer any rights, benefits, remedies, obligations or liabilities upon any Person, Person other than the parties, any rights or remedies hereunderParties and their respective successors and permitted assigns, except for (i) if the Effective Time occursrights of the Company to pursue, the right on behalf of the holders of Company Shares to Stock, damages (including damages incurred or suffered by the holders of Company Stock in the event such holders of Company Stock would not receive the Merger Consideration payable in accordance with Article III, (ii) benefit of the provisions bargain negotiated by the Company on their behalf as set forth in Section 6.08 this Agreement) in the event of Parent’s or Purchaser’s breach of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards Stock to (i) following the Acceptance Time, receive the payments contemplated by Offer Consideration in accordance with Article II and (ii) following the applicable Effective Time, receive the Merger Consideration in accordance with Article III; provided that notwithstanding the foregoing, following the Effective Time, the provisions of Section 3.03 in accordance with the terms 7.2 shall be enforceable by each Company Indemnified Party hereunder and conditions of this Agreement his or her heirs and (iv) each Debt his or her representatives. The Financing Sources Related Party shall be a third-third party beneficiary of Section 8.02 8.11 (solely to the extent that it relates to the Debt Financing Sources Related PartiesFinancing), clause ; Section 11.2 (bAmendment and Modification); this Section 11.8 (Entire Agreement; No Third Party Beneficiaries); Section 11.11 (Governing Law); Sections 11.12(a) and (c) (Enforcement; Exclusive Jurisdiction); Section 11.13 (Waiver of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(cJury Trial), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), ; and Section 9.13 11.14 (solely to the extent that it relates to the Debt Financing Sources Related PartiesSources). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Equity Commitment Company Disclosure Letter and the Parent Disclosure Letter, the Guarantee and together with the Confidentiality Agreement constitute Agreement, constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This Agreement is not intended to and shall does not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for for: (i) if the Effective Time occurs, the right of the holders of Company Shares Company’s stockholders to receive the Merger Consideration payable in accordance with Article III, II; (ii) if the provisions set forth Effective Time occurs, the right of the holders of Cash-Out RSUs to receive such amounts as provided for in Section 6.08 of this Agreement, 6.04; (iii) from and after if the Effective TimeTime occurs, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Indemnified Persons set forth in Section 3.03 in accordance with the terms and conditions 6.05 of this Agreement and Agreement; (iv) each Debt Financing Sources the rights of the Company Related Party Parties set forth in Section 6.06); (v) if the Effective Time occurs, the rights of the Company’s stockholders to enforce Section 6.07 of the Agreement; and (vi) the rights of the managers, directors, officers, employees, representatives and advisors of the Company and its Subsidiaries set forth in the third to last sentence of Section 6.16, which are intended for the benefit of the Persons and shall be a third-party beneficiary of Section 8.02 enforceable by the Persons referred to respectively in clauses (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause i) through (bvi) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties)above. Notwithstanding the foregoing, the Company shall have Commitment Parties and the right to recoverFinancing Sources are express third party beneficiaries of this Section 9.07 and Sections 8.02, following termination by the Company 8.03, 9.08(a), 9.08(c), 9.11 and 9.12 (in each case, together with any related definitions and other provisions of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects modification or termination would serve to modify the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself substance or provisions or such sections) and on behalf of the holders of Company Shares shall be determined by reference entitled to the total amount that would have been recoverable under the circumstances of enforce such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateprovisions directly.

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement (including the Annexes and Exhibits, the Equity Commitment Company Disclosure Letter and the Parent Disclosure Letter), the Guarantee and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement is not intended to hereof and shall not confer upon any Person, other than the parties, any rights or remedies hereunder, thereof and (b) except for (ix) if the Effective Time occursSection 2.5(a), the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article IIISection 2.6 and Section 2.7 (which, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, shall be for the rights benefit of holders of the holders Merger Shares or Company Equity Awards immediately prior to the Effective Time), (y) Section 7.5 (which from and after the Effective Time shall be for the benefit of Company Awards to receive the payments contemplated by Indemnified Parties) and (z) Section 10.5, the applicable provisions second sentence of Section 3.03 in accordance with 10.7, Section 10.10(z) and Section 10.11(c) (which from and after the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party Effective Time shall be a third-party beneficiary for the benefit of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Source Parties), clause (b) of are not intended to and do not confer upon any Person other than the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunderparties any legal or equitable rights or remedies. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties to this Agreement and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettersto this Agreement. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties to this Agreement in accordance with Section 9.03 10.5 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, representations and agreements warranties in this Agreement may represent an allocation among the parties to this Agreement of risk the risks associated with particular matters, matters regardless of the knowledge of any of the partiesparties to this Agreement. Consequently, Persons, Persons other than the parties, parties to this Agreement may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement hereof or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the schedules and exhibits attached hereto and thereto, together with the Nondisclosure Agreement, the Equity Commitment Letter, the Guarantee and the Confidentiality Agreement constitute constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that the Company Disclosure Letter is “facts ascertainable” as that term is used in Section 251(b) of the DGCL and does not form part of this Agreement but instead operates upon the terms of this Agreement as provided herein. This Agreement is not intended to and shall does not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for for: (i) if the Effective Time occurs, the right of the holders of Company Shares Company’s stockholders to receive the Merger Consideration payable as provided in accordance with Article III, Section 2.01; (ii) if the provisions set forth Effective Time occurs, the right of the holders of Equity-Based Awards to receive such amounts as provided for in Section 6.08 of this Agreement, Article II; (iii) from and after if the Effective TimeTime occurs, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Indemnitees set forth in Section 3.03 in accordance with the terms and conditions of this Agreement and 5.06; (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) rights of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Parent Related Parties), Parties and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have Related Parties set forth in Section 7.03(d); and (v) following the right to recover, following valid termination by the Company of this Agreement pursuant to Article VII, subject to Section 8.01(d)(i)7.02 and the last sentence of this Section 8.06, through an Action brought by the right of the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company as sole and exclusive agent for itself and on behalf of the holders stockholders of the Company Shares (which stockholders shall not be entitled to pursue such damages on their own behalf) (who are third party beneficiaries hereunder solely to the extent necessary for this clause (v) to be enforceable), to pursue any damages (including damages based on loss of the economic benefit of the Transactions to the stockholders of the Company), which are intended for the benefit of, and shall be enforceable by, the Persons referred to in clauses (i) through (v) above. Notwithstanding anything herein to the contrary, the rights granted pursuant to clause (v) of this Section 8.06 and the provisions of Section 7.02 with respect to the recovery of damages based on the losses suffered by the stockholders of the Company (including the loss of the economic benefit of the Transactions to the stockholders of the Company) shall only be enforceable on behalf of the stockholders of the Company by the Company in its sole and absolute discretion, as the sole and exclusive agent for the stockholders of the Company (which stockholders shall not be entitled to pursue such enforcement on their own behalf); provided that, in such capacity as sole and exclusive agent for the stockholders of the Company, the Company shall (i) be entitled to reimbursement (from the stockholders of the Company) from any such recovery of damages of its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees determined by reference to the total amount standard hourly rates) that would have been recoverable under incurred by the circumstances of such breach by such holders if all such holders brought an action against Parent Company in connection with acting as sole and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are exclusive agent for the sole benefit stockholders of the parties Company pursuant to clause (v) of this Section 8.06 and may, in certain instances, (ii) not be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure liable to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless stockholders of the knowledge Company for any action taken, suffered or omitted to be taken by it in good faith except to the extent that the Company’s gross negligence or willful misconduct was the cause of any direct loss to the stockholders of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateCompany.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Equity Company Disclosure Letter and the Exhibits attached hereto, together with the Commitment LetterLetters, Confidentiality Agreement, the Guarantee Support Agreement and the Confidentiality Agreement constitute Guarantee, constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This Agreement is not intended to and shall does not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for for: (i) if the Effective Time occurs, the right of the holders stockholders of the Company Shares to receive the Merger Consideration payable as provided in accordance with Article III, Section 2.01; (ii) if the provisions set forth Effective Time occurs, the right of the holders of Equity-Based Awards and participants in Section 6.08 of this Agreement, the Company ESPP to receive such amounts to the extent provided for in Article II; (iii) from and after if the Effective TimeTime occurs, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Indemnitees (and each Indemnitee’s heirs and representatives) set forth in Section 3.03 in accordance with the terms and conditions 5.06 of this Agreement Agreement; (iv) the rights of the Parent Related Parties and the Company Related Parties set forth in Section 7.03(d) and the Company Related Parties set forth in Section 7.03(e), which are intended for the benefit of, and shall be enforceable by, the Persons referred to in clauses (i) through (iv) above, and (ivv) each Debt Financing Sources Related Party shall be a third-party beneficiary of the second proviso in Section 8.02 8.02, the second proviso in Section 8.04, this clause (v) of Section 8.06, Section 8.07(c) (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (bSection 8.07(d) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), Section 8.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties) and Section 9.13 8.16 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Equity Commitment LetterExhibits and Schedules hereto, the Guarantee and the Confidentiality Agreement the Reverse Confidentiality Agreement, the Clean Team Agreement and the Reverse Clean Team Agreement, constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofTransactions. This Agreement is not intended to and shall not confer upon any Person, other than the parties, any rights or remedies hereunder, except Except for (ia) if Section 6.05 (Indemnification), (b) as to the Effective Time occursLender Related Parties with respect to Section 6.06 (Fees and Expenses), Section 8.02(c) (Effect of Termination), Section 8.03 (Amendment), this Section 9.07, Section 9.08 (Governing Law), Section 9.11 (Venue; Waiver of Trial by Jury) and Section 9.12 (Non-Recourse) and (c) the right of the holders Company, on behalf of Company Shares the stockholders of the Company, to receive recover damages (based on the economic benefits of the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of to the holders of the Company Awards to receive Common Stock resulting from the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) premium of the proviso expected Merger Consideration Value over the trading prices of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company’s Common Stock before the announcement of the CD&R Merger Agreement, damages from Parent to but net of the extent arising out amount of a Willful Breach the Reverse Termination Fee, if paid) in the event of the breach of this Agreement by Parent subject in all respects or Merger Sub, which breach has been the proximate cause of, or resulted in, the failure of the Merger to the limitations set forth in Section 8.03(ebe consummated (whether or not this Agreement has been terminated), in which event this Agreement, including the damages recoverable by the Company for itself Exhibits and on behalf of the holders of Company Shares shall be determined by reference Schedules hereto, is not intended to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to confer upon any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, Person other than the parties, may not rely upon parties any rights or remedies. Following the representations, warranties, covenantsEffective Time the provisions of Section 2.01 (Effect on Capital Stock) and Section 2.02 (Exchange of Certificates) shall be enforceable by holders of Certificates, and agreements in this Agreement as characterizations the provisions of actual facts or circumstances as of the date of this Agreement or as of any other date.Section 2.03 (

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Equity Commitment Lettertogether with any exhibits, schedules and annexes hereto, the Guarantee Company Disclosure Schedule, the Voting Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to hereof and shall not confer upon any Person, other than the parties, any rights or remedies hereunder, except thereof. (b) Except for (i) the Indemnitees pursuant to Section 4.8, (ii) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Persons benefiting from Article III, (ii) the provisions set forth in Section 6.08 of this AgreementII pursuant thereto, (iii) from the Persons described in Section 6.5(f), who shall be in each case express third party beneficiaries of, and after the Effective Timeshall be entitled to rely on and enforce, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms 4.8, Section 6.5(c), Section 7.1, this Section 7.6, Section 7.7(a), Section 7.7(b) and conditions of this Agreement Section 7.8, as applicable, and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely 6.5(f), Section 7.2, this Section 7.6, Section 7.7 and Section 7.12 which, to the extent that it relates applicable to the Debt Financing Sources Related Parties)Sources, clause (b) of the proviso of Section 9.02are intended to benefit, this clause (iv) of Section 9.06and be enforceable by, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties)Sources, this Agreement is not intended to, and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoingdoes not, the Company shall have confer upon any other Person any rights or remedies hereunder, including the right to recover, following termination by rely upon the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations representations and warranties set forth in Section 8.03(e), in which event herein. The parties hereto further agree that the damages recoverable by the Company for itself and on behalf rights of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-third party beneficiaries hereunderunder Section 4.8 shall not arise unless and until the Effective Time occurs. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettershereto. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties hereto in accordance with Section 9.03 7.3 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, representations and agreements warranties in this Agreement may represent an allocation among the parties hereto of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesparties hereto. Consequently, Persons, Persons other than the parties, parties hereto may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with the Equity Commitment Company Disclosure Letter, the Guarantee Gurantee and the Confidentiality Agreement constitute Agreement, constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, between or among the parties and their Affiliates, or any of them, Parties with respect to the Merger. Except (a) for the right of the Company on behalf of its shareholders to pursue damages (including claims for damages contemplated by the last sentence of Section 8.02(e)) in the event of Parent’s or Merger Sub’s breach of this Agreement (whether or not this Agreement has been terminated pursuant to Article VIII), and (b) after the Effective Time, for Section 2.01, Section 2.02, Section 2.03, the last sentence of Section 6.02(a) and Section 6.09, each Party agrees that (i) their respective representations, warranties, covenants and agreements set forth herein are solely for the benefit of the other Parties, in accordance with and subject matter hereof. This to the terms of this Agreement and (ii) this Agreement is not intended to to, and shall not does not, confer upon any Person, Person other than the parties, Parties any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have including the right to recover, following termination by rely upon the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations representations and warranties set forth in Section 8.03(e)herein. The Financing Parties and each of their respective Affiliates and their respective current, in which event former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the damages recoverable by the Company for itself and on behalf of the holders of Company Shares “Financing Source Parties”) shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as express third-party beneficiaries hereunder. The representationswith respect to Section 8.02(d), warrantiesSection 8.03, covenantsthis Section 9.07, Section 9.08, Section 9.11(b), Section 9.12 and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances9.14 (collectively, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date“DFS Provisions”).

Entire Agreement; No Third-Party Beneficiaries. This (a) Except as otherwise expressly provided herein, this Agreement (including Green’s Disclosure Memorandum, Veritex’s Disclosure Memorandum, the Exhibits, the schedules, and the other documents and instruments hereto) together with the Confidentiality Agreement, the Equity Commitment Letter, the Guarantee Subsidiary Plan of Merger and the Confidentiality Agreement Voting Agreements constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among agreement between the parties and their Affiliates, or any of them, Parties with respect to the subject matter hereof. This transactions contemplated hereunder and thereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral. (b) Nothing in this Agreement (including the documents and instruments referred to herein) expressed or implied, is not intended to and shall not confer upon any Person, other than the partiesParties or their respective successors or assigns, any rights rights, remedies, obligations, or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 liabilities under or by reason of this Agreement, other than as specifically provided in Sections 7.9 and 7.16 (iii) from and which, after the Effective Time, in the rights case of Section 7.16, shall be for the benefit of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related PartiesGreen Continuing Directors). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself The representations and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements warranties in this Agreement are the product of negotiations among the parties Parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettersParties. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties Parties in accordance with Section 9.03 herewith without notice or liability to any other Person. In some instances, the representations, warranties, covenants, representations and agreements warranties in this Agreement may represent an allocation among the parties Parties of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesParties. Consequently, Persons, Persons other than the parties, Parties may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. Notwithstanding any other provision hereof to the contrary, no consent, approval or agreement of any third party beneficiary will be required to amend, modify to waive any provision of this Agreement, other than, following the Effective Time, Sections 7.9 and 7.16. (c) No provision in this Agreement modifies or amends or creates any employee benefit plan, program, or document (each, a “Benefit Plan”) unless this Agreement explicitly states that the provision “amends” or “creates” that Benefit Plan, and no third party shall be entitled to enforce any provision of this Agreement on the grounds that it is an amendment to, or a creation of, a Benefit Plan, unless that provision explicitly states that such enforcement rights are being conferred. This provision shall not prevent the Parties to this Agreement from enforcing any provision of this Agreement. If a Person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to, or creation of a Benefit Plan, and that provision is construed to be such an amendment or creation despite not being explicitly designated as one in this Agreement, that provision shall lapse retroactively, thereby precluding it from having any effect.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, including the Equity Commitment Anthem Disclosure Letter and the Cigna Disclosure Letter, the Guarantee and the Confidentiality Agreement constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. hereof and thereof. (b) This Agreement is not intended shall be binding upon and inure solely to and shall not confer upon any Personthe benefit of each party hereto, other than the parties, any rights or remedies hereunderand, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article IIISection 5.6, (ii) the provisions rights of the Financing Parties set forth in Section 6.08 of 5.14(i), Section 8.6(b), Section 8.6(c), Section 8.8, Section 8.11(c) and this Agreement, Section 8.5(b) and (iii) from and after the Effective Time, the rights right of Cigna on behalf of its stockholders to seek equitable relief or to pursue damages suffered by Cigna (including claims for damages based on loss of the holders economic benefit of Company Awards the Mergers to receive Cigna’s stockholders (taking into consideration relevant matters, including other combination opportunities and the payments contemplated by time value of money)) in the applicable provisions event of Section 3.03 in accordance with the terms and conditions wrongful termination of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a or Willful Breach of this Agreement by Parent subject in all respects Anthem or Merger Sub (whether or not this Agreement has been terminated pursuant to the limitations set forth in Section 8.03(e7.1), which right is hereby expressly acknowledged and agreed by Anthem and Merger Sub, nothing in which event this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The third-party beneficiary rights referenced in clause (iii) of the damages recoverable immediately preceding sentence may be exercised only by the Company for itself and Cigna (on behalf of its stockholders as their agent) through actions expressly approved by the holders Board of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances Directors of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenantsCigna, and agreements no stockholder of Cigna whether purporting to act in this Agreement are its capacity as a stockholder or purporting to assert any right (derivatively or otherwise) on behalf of Cigna, shall have any right or ability to exercise or cause the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge exercise of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other datesuch right.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Equity Commitment Company Disclosure Letter, (collectively, the Guarantee and the Confidentiality Agreement constitute “Related Documents”), constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof, including the Confidentiality Agreement. This If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Except as expressly provided for in Section 8.2 with respect to the Financing Sources, this Agreement is not intended to and shall does not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for (each in accordance with the terms of this Agreement): (i) if the Offer Acceptance Time occurs, the right of the Company’s stockholders that validly tendered their shares of Company Common Stock in the Offer to receive the Offer Price in respect of such shares; (ii) if the Effective Time occurs, the right of the Company’s stockholders to receive the Merger Consideration; (iii) if the Effective Time occurs, the right of the holders of Company Stock Options and Company Restricted Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth such amounts as provided for in Section 6.08 of this Agreement, 2.3; (iiiiv) from and after if the Effective TimeTime occurs, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations D&O Indemnified Parties set forth in Section 8.03(e), in which event 5.6 of this Agreement; and (v) the damages recoverable by rights of the Company’s Subsidiaries and the respective Representatives of the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representationsits Subsidiaries set forth in Section 5.6, warranties, covenants, and agreements in this Agreement which are the product of negotiations among the parties and are intended for the sole benefit of the parties Persons and may, in certain instances, shall be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver enforceable by the parties Persons referred to in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateclauses (i) through (v) above.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with the Equity Commitment Company Disclosure Letter, the Guarantee Parent Disclosure Letter and the exhibits hereto and other instruments referred to herein, and the Confidentiality Agreement constitute Agreement, constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, between or among the parties and their Affiliates, or any of them, Parties with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of transactions contemplated by this Agreement, including the Merger. Except as provided in the following two sentences (iiia) from and after the Effective Time, the rights of the Company’s shareholders and holders of Company Awards Restricted Stock, Company Performance Stock or Company Unpaid Performance Stock to receive the Merger Consideration and payments contemplated by pursuant to Article II, and (b) after the applicable provisions Effective Time, except for Section 6.09, each Party agrees that (i) its respective representations, warranties, covenants and agreements set forth herein are solely for the benefit of Section 3.03 the other Parties, in accordance with and subject to the terms and conditions of this Agreement and (ivii) each Debt Financing Sources Related Party shall be a third-party beneficiary this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. Each of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources and each of their respective Affiliates and their respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “Debt Financing Related Parties), clause (b”) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as express third-party beneficiaries hereunder. The representationswith respect to Section 8.02(d), warrantiesSection 8.03(d), covenantsthis Section 9.07, Section 9.08, Section 9.10, Section 9.11(b), Section 9.12 and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances9.14 (collectively, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date“Debt Financing Source Provisions”).

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement (including the exhibits and schedules hereto), the Equity Commitment Letter, the Guarantee and the Confidentiality Agreement and the Commitment Letter constitute the entire agreement, and supersede and cancel all other prior agreements and understandings, both written and oral, among between the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to hereof and shall not confer upon any Person, other than the parties, any rights or remedies hereunderthereof and, except (a) for the provisions of Section 2.1(a) (i) if which will be for the Effective Time occurs, the right benefit of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 Common Stock as of this Agreement, (iii) from and after the Effective Time), Section 5.5 (which will be for the rights benefit of the holders Company’s current and former employees), Section 5.9 (which will be for the benefit of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Indemnified Parties), clause Section 5.13(c)(iv) (which will be for the benefit of the Persons set forth therein) and Section 5.2(c) (which will be for the benefit of the Principal Stockholders) and (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall will have the right to recover, following pursue damages on behalf of its stockholders in the event of Parent’s or Merger Sub’s fraud or breach or wrongful termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e)Agreement, in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall its stockholders will be determined by reference to the total amount that would have been recoverable under by the circumstances holders of such breach by such holders Company Common Stock if all such holders brought an action against Parent and Merger Sub and were recognized as intended third-party beneficiaries hereunder. The representations, warrantieswhich right is hereby acknowledged by Parent and Merger Sub, covenants, and agreements in this Agreement are the product of negotiations among the parties and are is for the sole benefit of the parties hereby and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, their permitted assigns and agreements nothing in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of is intended to and will not confer upon any of the parties. Consequently, Persons, Person other than the parties, may not rely upon parties hereto any rights or remedies hereunder. The Parties agree and acknowledge that the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as Financing Sources are third party beneficiaries of the date provisions of this Agreement or as of any other dateSections 8.5 and 8.13.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with the Equity Commitment Parent Disclosure Letter, the Guarantee Company Disclosure Letter and the Confidentiality Agreement and, in each case, any exhibit, schedule or annex thereto, constitute the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among between the parties and their Affiliates, or any of them, with respect to the subject matter hereofMerger and the other transactions contemplated by this Agreement. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is not intended to and shall not confer upon any Person, other than the parties, Person any rights or remedies hereunderof any nature whatsoever under or by reason of this Agreement except (a) for the provisions of Section 6.05 (which are intended to be for the benefit of the Company Indemnified Parties referred to therein, except and may be enforced by any such Company Indemnified Parties), (b) for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares the shares of Common Stock to pursue Derivative Damages in accordance with the terms of this Agreement in the event of Parent’s, or Merger Sub’s breach of this Agreement, which right is hereby acknowledged and agreed by Parent and Merger Sub (provided that this clause is not intended, and under no circumstances shall be determined by reference deemed, to create any right of the total amount that would have been recoverable holders of the shares of Common Stock or the holders of awards under the circumstances of such breach by such holders if all such holders brought Company Stock Plans to bring an action against Parent and were recognized as or Merger Sub pursuant to this Agreement or otherwise) or (c) that the Financing Sources shall be express third-party beneficiaries hereunder. The representationsof the provisions of the final sentence of Section 8.05, warrantiesSection 9.08, covenantsSection 9.09(iii), Section 9.11(b), Section 9.12, Section 9.13 and this Section 9.07(c), each of which shall expressly inure to the benefit of, and agreements in this Agreement are the product of negotiations among the parties shall be enforceable and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instancesrelied upon by, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateFinancing Sources).

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement (including the Exhibits and Annexes hereto), taken together with the Equity Commitment LetterSequential Disclosure Schedule and the MSLO Disclosure Schedule, the Guarantee and the Confidentiality Agreement Agreement, (a) constitute the entire agreement, and supersede all other prior agreements (other than the Confidentiality Agreement) and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Mergers and the other transactions contemplated by this Agreement is and (b) are not intended to and shall not confer upon any Person, Person other than the parties, parties any rights or remedies hereunderremedies, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards MSLO Common Stock to receive the payments contemplated by MSLO Merger Consideration and the applicable provisions holders of Section 3.03 Sequential Common Stock to receive the Sequential Merger Consideration in accordance with the terms and conditions of ARTICLE II and, after the Effective Time, the right of the holders of MSLO Equity Awards, Sequential Equity Awards and Sequential Warrants to receive the amounts set forth in ARTICLE II, (ii) Section 6.4 (which shall be for the benefit of the Persons set forth therein, and any such Person will have the rights provided for therein), (iii) the rights granted to the lenders party to the Financing Commitment and other Persons providing the Financing under this Agreement Section 9.8 and Section 8.3, Section 9.8, Section 9.10, Section 9.12 and Section 9.13 (and each such Section shall expressly inure to the benefit of such lenders and Persons and such lenders and Persons shall be entitled to rely on and enforce the provisions of such Sections) and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary this ARTICLE IX in respect of Section 8.02 the Sections set forth under the foregoing clauses (solely to the extent that it relates to the Debt Financing Sources Related Partiesi), clause (bii) of the proviso of Section 9.02, this clause and (iv) of Section 9.06, Section 9.07(ciii), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, Agreement (including the Equity Commitment Letter, the Guarantee documents and the Confidentiality Agreement constitute instruments referred to herein) (i) constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oraloral (except the Confidentiality Agreement, Section 14 of which is hereby amended by the Company and Parent in accordance with its terms to read: “Each Receiving Party’s duties hereunder will remain in full force and effect until the Effective Time (as defined in the Agreement and Plan of Merger by and among JD Sports Fashion plc, Genesis Merger Sub, Inc. and The Finish Line, Inc., dated March 25, 2018), and this Agreement shall automatically terminate at such Effective Time without any further action by the parties hereto.”), among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This hereof and no party is relying on any other oral or written representation, agreement or understanding and no party makes any express or implied representation or warranty in connection with the transactions contemplated by this Agreement is not intended to and shall not confer upon any Person, other than the partiesas set forth in this Agreement, any rights or remedies hereunder, and (ii) except for the provisions of Section 5.7 (i) if which upon the Effective Time occurs, are intended to benefit the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Indemnified Parties), and Section 9.13 2.6 (solely which upon the Effective Time are intended to benefit the extent Company Shareholders), is not intended to confer upon any Person other than the parties hereto any rights or remedies (it being understood and agreed that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by pursue damages or other remedies on behalf of the Company Shareholders, the holders of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by Company Stock Options or the Company, damages from Parent to holders of Company Restricted Stock in the extent arising out event of a Willful Breach breach of this Agreement by Parent subject or Merger Sub). (b) Notwithstanding subsection (a) above, the Lender Related Parties are third party beneficiaries of the provisions of this Section 8.4(b), Section 8.5, Section 8.6, Section 8.13, Section 8.14(b) and Section 8.17 (and any related definitions used in all respects those sections) to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference extent such provisions expressly pertain to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateLender Related Parties.

Entire Agreement; No Third-Party Beneficiaries. (a) This AgreementAgreement (including the Exhibits and Schedules hereto), the Equity Commitment Letter, the Guarantee Voting Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements agreements, understandings, representations and understandingswarranties, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This hereof and thereof. (b) Except as provided in (i) Section 6.08 (Directors’ and Officers’ Indemnification and Insurance) and (ii) the last two sentences of Section 6.06(c), and subject to Section 9.08(c), Purchaser and the Company hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto in accordance with, and subject to the terms of, this Agreement and that this Agreement is not intended to to, and shall not does not, confer upon any Person, person other than the parties, parties hereto any rights or remedies hereunder, except for (i) if including the right to rely upon the representations and warranties set forth herein. The parties hereto further agree that the rights of third party beneficiaries under Section 6.08 shall not arise unless and until the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettershereto. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties hereto in accordance with Section 9.03 8.04 without notice or liability to any other Personperson. In some instances, the representations, warranties, covenants, representations and agreements warranties in this Agreement may represent an allocation among the parties hereto of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesparties hereto. Consequently, Persons, persons other than the parties, parties hereto may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. (c) Notwithstanding the foregoing, the Financing Sources are hereby third party beneficiaries of Section 8.02 (Effect of Termination), 8.03 (Amendment), 9.08 (Entire Agreement; No Third-Party Beneficiaries), 9.09 (Governing Law), 9.11 (Specific Enforcement; Consent to Jurisdiction) and 9.12 (Waiver of Jury Trial).

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Equity Commitment LetterCompany Disclosure Letter (which, for the avoidance of doubt, shall not constitute part of this Agreement pursuant to Section 268 of the DGCL, but do constitute “facts ascertainable” as that term is used in Section 251(b) of the DGCL and operate upon the terms of this Agreement as provided herein), the Guarantee Commitment Letters, Confidentiality Agreement and the Confidentiality Limited Guarantee, and any other agreement, document, instrument, or certificate contemplated by this Agreement constitute or to be executed by Pxxxxx, MergerCo, the Company or their respective Affiliates, as applicable, in connection with the consummation of the Transactions (collectively, the “Transaction Documents”), constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereofhereof and thereof. This Agreement is not intended to and shall does not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for for: (i) if and only to the extent the Effective Time occurs, the right of the Company’s stockholders to receive the Merger Consideration as provided in ‎Section 2.01; (ii) if and only to the extent the Effective Time occurs, the right of the holders of Company Shares Equity-Based Awards to receive the Merger Consideration payable such amounts as provided for in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, ‎Article II; (iii) from if and after only to the extent the Effective TimeTime occurs, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 Indemnitees set forth in accordance with the terms and conditions ‎Section 5.06 of this Agreement Agreement; (iv) the rights of the Parent Related Parties and the Company Related Parties set forth in ‎Section 7.03(d) and ‎Section 7.03(e), respectively, and (ivv) each Debt Financing Sources Related Party shall be a an express third-party beneficiary of Section 8.02 ‎Section 7.03, the proviso in ‎Section 8.02, this clause (v) of ‎Section 8.06, ‎Section 8.07(c) (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b‎Section 8.07(d) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 ‎Section 8.08, ‎Section 8.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e)) and ‎Section 8.16, in each case, such clauses which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are intended for the sole benefit of the parties Persons and may, in certain instances, shall be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver enforceable by the parties Persons referred to in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateclauses (i) through (v) above.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Equity Commitment Letter, the Guarantee Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person, Person other than the parties, parties any rights or remedies hereunder, hereunder except for (ia) if the Effective Time occurs, (i) the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the right of the holders of Company Awards and the holders of Company DC Awards to receive the consideration payable in accordance with Article III, Section 6.10(g) or Section 6.10(h), as applicable, and (iii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (ivb) the right of each Debt of the Financing Sources Related Party shall be a third-as an express third party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties9.02(b), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties)9.14. Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to in the extent arising out event of a Willful Breach breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e)Parent, in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares and Company Awards shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-third party beneficiaries hereunder. The representations, warranties, covenants, covenants and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, covenants and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, matters regardless of the knowledge of any of the parties. Consequently, Persons, Persons other than the parties, parties may not rely upon the representations, warranties, covenants, covenants and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Equity Commitment LetterCompany Disclosure Schedule, the Guarantee Parent Disclosure Schedule, the Voting Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This of this Agreement is not intended to and thereof and (b) shall not confer upon any Person, Person other than the parties, parties hereto any rights (including third party beneficiary rights or otherwise) or remedies hereunder, except for in the case of clause (b), (i) if the Effective Time occursprovisions of Section 5.8 and Section 8.13, (ii) with respect to the Financing Sources (who shall be third party beneficiaries thereof and without whose consent such Sections may not be amended in any way adverse to the Financing Sources), Sections 8.6 and 8.7 and (iii) the right of the holders of Company Shares Company’s stockholders to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, Closing (a claim by the rights stockholders with respect to which may not be made unless and until the Closing shall have occurred) and the right of the holders of Company Awards Stock Options, Restricted Shares, RSUs and other equity awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of Merger Consideration to which they are entitled pursuant to this Agreement after the Closing (a claim by such holders with respect to which may not be made unless and until the Closing shall have occurred). Each party agrees and acknowledges that in the event of a party’s Willful Breach or failure to consummate the Transactions when required pursuant to this Agreement or fraud (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to such party, the extent that it relates to the Debt Financing Sources Related Parties“Alleged Breaching Party”), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company other party shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, pursue all legally available damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of against such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenantsAlleged Breaching Party, and agreements in this Agreement are the product of negotiations among Alleged Breaching Party shall have the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure right to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateassert all legally available defenses.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (including the Equity Commitment Company Disclosure Letter, the Guarantee ) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement of this Agreement, including, for the avoidance of doubt, the Expense Reimbursement Agreement, between Parent and the Company, dated July 13, 2018, and (b) except for the provisions in Section 6.2 (which provisions may be enforced directly by Indemnified Parties), this Section 9.6 (Entire Agreement; No Third Party Beneficiaries), Section 9.9(b) (Governing Law) and Section 9.12 (Waiver of Jury Trial), is not intended to and shall not confer upon any PersonPerson other than the parties to this Agreement and their permitted assigns any rights, benefits or remedies of any nature whatsoever, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Acceptance Time, the rights of the holders of Company Awards Shares accepted for payment in the offer to receive the payments contemplated by the applicable provisions of Section 3.03 Offer Price, as provided in Article I and in accordance with the terms Offer, (ii) the right of the holders of Shares of the Company to receive the Merger Consideration after the Closing (a claim with respect to which may not be made unless and conditions until the Effective Time shall have occurred) and (iii) the right of the Company on behalf of its security holders to pursue damages (including claims for damages based on loss of the economic benefit of the Transactions to the Company’s security holders in the event of the other party’s breach of this Agreement and Agreement). For the avoidance of doubt, the rights granted pursuant to the foregoing clause (ivii) each Debt Financing Sources Related Party shall be a third-party beneficiary enforceable only by the Company in its sole and absolute discretion, on behalf of Section 8.02 (solely the Company’s security holders. Notwithstanding anything to the extent that it relates to contrary herein, the Debt Financing Sources Related Parties)shall be express third party beneficiaries of, clause and shall be entitled to rely on, the provisions in Section 8.2 (b) Effect of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(cTermination), Section 9.09 9.1 (solely to the extent that it relates to the Debt Financing Sources Related PartiesAmendments and Waivers), this Section 9.6 (Entire Agreement; No Third Party Beneficiaries), Section 9.9 (Governing Law), and Section 9.13 9.12 (solely to the extent that it relates to the Debt Financing Sources Related PartiesWaiver of Jury Trial). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself The representations and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettersparties. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 the terms of this Agreement without notice or liability to any other Person. In some instances, the representations, warranties, covenants, The representations and agreements warranties in this Agreement may represent an allocation among the parties of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesparties and may have been qualified by certain disclosures not reflected in the text of this Agreement. ConsequentlyAccordingly, Persons, Persons other than the parties, parties may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Equity Commitment Company Disclosure Letter, the Guarantee Parent Disclosure Letter, the Confidentiality Agreements and the Confidentiality Voting Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, Affiliates with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective TimeCompany Disclosure Letter, the rights Parent Disclosure Letter, the Confidentiality Agreements and the Voting Agreement and shall be binding upon and inure to the benefit of the holders of Company Awards parties hereto and their respective successors and assigns, and (b) only confer upon any Person other than the parties hereto any legal or equitable rights or remedies hereunder pursuant to receive the payments contemplated by the applicable provisions of (i) ARTICLE II, Section 3.03 in accordance with the terms 5.04 and conditions of this Agreement Section 8.14 and (ivii) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates with respect to the Debt Financing Sources Related Parties)sources only, clause Sections 3.02, 5.13, 7.03, 8.05, 8.09, 8.12(b) and 8.14 (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to which Sections the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Partiesshall be express third-party beneficiaries). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of seek damages or equitable remedies in accordance with this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent (subject to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the terms and conditions of, and limitations set forth in Section 8.03(e)in, in which event the damages recoverable by the Company for itself and this Agreement) on behalf of its shareholders in the holders event of Company Shares shall be determined Parent or Merger Sub’s breach or wrongful termination of this Agreement, which right is hereby acknowledged by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateMerger Sub.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (including the Equity Commitment Company Disclosure Letter and the Acquiror Disclosure Letter, the Guarantee ) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement of this Agreement, and (b) except for the provisions in Section 6.7, (which provisions may be enforced directly by Indemnified Parties), is not intended to and shall not confer upon any PersonPerson other than the parties to this Agreement and their permitted assigns any rights, benefits or remedies of any nature whatsoever, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration Cash Consideration, and the shares of the Acquiror Common Stock issuable to them pursuant to Section 2.1(d), and the holders of Options, SARs and Post-Signing Share Units to receive the Adjusted Options, Adjusted SARs and Adjusted Share Units, as applicable, issuable to them pursuant to Section 2.3 -84- and the holders of Pre-Signing Share Units to receive the amounts payable to them pursuant to Section 2.3, after the Closing (a claim with respect to which may not be made unless and until the Effective Time shall have occurred, and only in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related PartiesII). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares each Financing Source shall be determined by reference an express third party beneficiary of and shall be entitled to the total amount that would have been recoverable under the circumstances of rely upon Section 9.8, Section 9.10, Section 9.11 and Section 9.12 hereof, and each Financing Party may enforce such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunderprovisions. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties parties. The representations and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk risks associated with particular mattersmatters and may have been qualified by certain disclosures not reflected in the text of this Agreement. Accordingly, regardless of the knowledge of any of the parties. Consequently, Persons, Persons other than the parties, parties may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Equity Commitment Letter, the Guarantee Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This of this Agreement is and (b) are not intended to and shall do not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for other than, from and after the Effective Time (i) if each Indemnified Party and their respective successors, heirs and representatives, each of whom shall have the Effective Time occurs, right to enforce the provisions of Section 6.09 directly and (ii) the right of the holders of Company Shares Stockholders to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards Stock Options and Company Restricted Stock to receive the payments contemplated by to which they have the applicable provisions of right to receive pursuant to Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties)2.07. Notwithstanding the foregoing, but subject to Section 8.03, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action 61 brought by the Company, damages from Parent to in the extent arising out event of a Willful Breach breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e)Parent, in which event the damages recoverable by the Company for itself and on behalf of the Company Stockholders and the holders of Company Shares Stock Options and Company Restricted Stock shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-third party beneficiaries hereunder. The representations, warranties, covenants, covenants and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 8.05 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, covenants and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, matters regardless of the knowledge of any of the parties. Consequently, Persons, Persons other than the parties, parties may not rely upon the representations, warranties, covenants, covenants and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This AgreementEach of the parties hereto agrees on behalf of itself and its respective Affiliates that this Agreement (including the Company Disclosure Letter and the exhibits and schedules hereto), the Equity Commitment Letter, the Guarantee other Transaction Documents and the Confidentiality Agreement constitute the entire agreement, agreement among the parties and supersede and cancel all other contemporaneous and prior agreements and understandings, both written and oral, among the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This of this Agreement and, except for (i) following the Effective Time, the provisions in Section 7.10 (with respect to which the Indemnified Parties are express third party beneficiaries), (ii) the provisions in Section 10.6, Section 10.8(b), Section 10.9, Section 10.11, Section 10.12, the last proviso of the first sentence of Section 10.1 and the definition of “Financing Sources” and the constituent definitions thereof (and any other provision or definition of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision or definition would modify the substance of such Sections and definitions) with respect to which the Financing Sources are express third party beneficiaries, it being understood that the provisions and definitions identified in this clause (ii) may not be amended in a manner adverse to the Financing Sources in any material respect without their prior written consent, (iii) the provisions of Section 9.2, Section 10.10 and Section 10.11 and the definitions of “Non-Recourse Persons”, “Parent Maximum Liability Amount”, “Pro Rata Portion” and “Reverse Termination Fee” (and any other provision or definition of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections and definitions) with respect to which the Non-Recourse Persons are express third party beneficiaries, it being understood that the provisions or definitions identified in this clause (iii) may not be amended, supplemented or otherwise modified in a manner that is adverse to the Non-Recourse Persons in any material respect, and (iv), following the Effective Time, the right of the Company Securityholders to receive the Merger Consideration and the payments under Section 2.3 (a claim with respect to which may not be made unless and until the Effective Time shall have occurred) in accordance with the terms and conditions set forth in Article II, is not intended to and shall not confer upon any Person, Person other than the partiesParties and their permitted assigns any rights, any rights benefits or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunderany nature whatsoever. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettersparties. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 the terms of this Agreement without notice or liability to any other Person. In some instances, the representations, warranties, covenants, The representations and agreements warranties in this Agreement may represent an allocation among the parties of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesParties and may have been qualified by certain disclosures not reflected in the text of this Agreement. ConsequentlyAccordingly, Persons, Persons other than the parties, Parties may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement and the exhibits and schedules hereto (including the Company Disclosure Letter), the Voting Agreement, the Equity Commitment Letter, the Rollover Contribution Agreement, the Limited Guarantee and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among between the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and except for (a) after the Effective Time, the right of the holders of the Shares, the Company Options, the Company RSU Awards and the Company Restricted Shares to receive the Merger Consideration, the Option Consideration, the RSU Award Consideration and the Restricted Shares Consideration, respectively, in accordance with the terms and conditions of Article II and (b) Sections 5.10 and 7.3, which shall be for the benefit of the Persons (including with respect to Section 7.3, the Lenders and the Specified Persons) set forth therein, and any such Person will have the rights provided for therein) and (c) this Article VIII in respect of the Sections set forth under the foregoing clauses (a), (b) and (c), is not intended to and shall not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects Subject to the limitations set forth in Section 8.03(e)7.3 of this Agreement, in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares in connection with any claim related to this Agreement shall be determined by reference to include the total amount that would have been recoverable under by the circumstances holders of such breach by such holders the Shares, Company Options and Company RSU Awards if all such holders brought an action against Parent such claim and were recognized as third-intended third party beneficiaries hereunder. The representations, warranties, covenants, and agreements Notwithstanding anything else in this Agreement are Section 8.10 to the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instancescontrary, the representationsprovisions of Sections 7.3(c), warranties, covenants, 8.4 and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, 8.6 shall be enforceable by each Lender and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateLender Related Party and its respective successors and assigns.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Equity Commitment Company Disclosure Letter, the Guarantee and Parent Disclosure Letter, together with the other instruments referred to herein, including Financing Letters, the Rollover Letter, the Confidentiality Agreement and the Guaranty (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement is hereof and thereof and (b) except for: (i) if the Effective Time occurs (A) the right of the Company’s stockholders to receive the Merger Consideration at the Effective Time and (B) the right of the holders of Options to receive the Designated Consideration; (ii) the provisions set forth in Section 5.9 of this Agreement; and (iii) the rights of the Parent Related Parties, the Company Related Parties and the Financing Source Parties under Section 7.3, Section 8.7 and Section 8.9, are not intended to and shall not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder. Notwithstanding the foregoing sentence, except for (i) if it is explicitly agreed that the Effective Time occurs, the right Company shall be a third party beneficiary of the holders Equity Commitment Letter (or if superseded thereby, of any definitive financing agreement related thereto) to the extent expressly set forth therein. Without limiting the generality of the foregoing, it is explicitly agreed that the Company Shares shall be entitled to receive cause Parent and Merger Sub to draw down the full proceeds of the Equity Financing and to cause Parent and Merger Sub to consummate the transactions contemplated thereby, including to effect the Merger Consideration payable in accordance with Article IIIthis Agreement, (ii) on the provisions terms and conditions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date8.8.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, Agreement (together with the Equity Commitment Letter, documents and the Guarantee instruments referred to herein and the Voting Agreement and the Confidentiality Agreement constitute Agreement) constitutes the entire agreement, agreement and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This . (b) Except for: (a) Article II, with respect to the rights of holders of Ordinary Shares, Company Options and Company RSU Awards to receive the payments provided in Sections 2.1, 2.3 and 2.4, which from and after the Effective Time shall be for the benefit of any person entitled to such payment thereunder, (b) Section 5.7, which from and after the Effective Time shall be for the benefit of each Indemnified Party, his or her heirs and personal representatives and (c) Sections 8.2, 8.9(b), 8.10, 8.11 and 8.16 with respect to Parent Related Parties, Parent, Merger Sub and the Company hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to to, and shall not does not, confer upon any Person, person other than the parties, parties hereto any rights or remedies hereunder, except for (i) if the Effective Time occursincluding, the right of to rely upon the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions representations and warranties set forth in Section 6.08 of this Agreement, herein. (iiic) from The representations and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettershereto. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are may be subject to waiver by the parties hereto in accordance with Section 9.03 8.3 without notice or liability to any other Personperson. In some instances, the representations, warranties, covenants, representations and agreements warranties in this Agreement may represent an allocation among the parties hereto of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesparties hereto. Consequently, Persons, persons other than the parties, parties hereto may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the Company Disclosure Schedules, together with the Equity Commitment Funding Letter, the Guarantee Confidentiality Agreement and the Confidentiality Agreement constitute Guaranty, (a) constitutes the entire agreement, and supersede supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and (b) except for: (i) if the Effective Time occurs (A) the right of the Company’s stockholders to receive the Merger Consideration at the Effective Time and (B) the right of the holders of Company Equity Awards to receive the Equity Award Amounts at the time set forth in Section 2.4; (ii) the provisions set forth in Section 5.8 of this Agreement; (iii) the rights of persons who are explicitly provided to be third party beneficiaries of the Guaranty and the Equity Funding Letter solely to the extent of the rights set forth therein; (iv) the Parent Related Parties (including the Financing Sources of the Debt Financing) who shall be express third party beneficiaries of, and shall be entitled to rely on, Section 7.5(e) and the Company Related Parties who shall be express third party beneficiaries of, and shall be entitled to rely on, Section 7.5(f) and (v) the Financing Sources of the Debt Financing who shall be express third party beneficiaries of, and entitled to rely on, Sections 8.7(b) and 8.9 and this Section 8.6, is not intended to and shall not confer upon any Person, Person other than the partiesparties hereto any rights, remedies, obligations or liabilities hereunder. Notwithstanding anything to the contrary contained herein, Sections 7.5(e), 8.7(b), 8.9 and this Section 8.6 (and any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions provision of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent a modification, waiver or termination of such provision would modify the substance of Section 7.5(e), 8.7(b), 8.9 or this Section 8.6) may not be modified, waived or terminated in a manner that it relates impacts or is adverse in any respect to the Financing Sources of the Debt Financing Sources Related Parties), clause (b) without the prior written consent of the proviso Financing Sources of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateFinancing.

Entire Agreement; No Third-Party Beneficiaries. This AgreementAgreement (including the annexes, exhibits and schedules hereto), the Equity Commitment Letter, the Guarantee Confidentiality Agreement and the Confidentiality Expense Reimbursement Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among between the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This Agreement hereof and thereof and is not intended to and shall not confer upon any Person, person other than the parties, parties hereto any rights or remedies hereunder, hereunder except for (ia) if the rights of the Company's stockholders to receive the Offer Price or the Merger Consideration following the Acceptance Time or the Effective Time, as applicable (a claim that may not be made unless and until the Acceptance Time or the Effective Time occursshall have occurred, as applicable), (b) the right of the holders of Company Shares Options to receive the Merger Consideration payable in accordance with Article IIIOption Cash Payment following the Effective Time (a claim that may not be made unless and until the Effective Time shall have occurred), (iic) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Share Awards to receive the payments contemplated by Company Share Award Cash Payment following the applicable Effective Time (a claim that may not be made unless and until the Effective Time shall have occurred), (d) the provisions of Section 3.03 in accordance with the terms and conditions of this Agreement 6.6 hereof and (ive) the rights of each Equity Financing Source and each Debt Financing Sources Related Party shall be a third-party beneficiary of Source under Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c8.3(b), Section 9.09 (solely to the extent 8.4, Section 9.9(c), Section 9.11 and Section 9.12 such that it relates to the each Equity Financing Source and each Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares Source shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as in each case express third-party beneficiaries hereunderof, and shall be entitled to rely on and enforce such sections of this Agreement. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, the Equity Commitment Letter, the Guarantee Agreement and the Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This of this Agreement is and (b) are not intended to and shall do not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for other than, from and after the Effective Time (i) if each Indemnified Party and their respective successors, heirs and representatives, each of whom shall have the Effective Time occurs, right to enforce the provisions of Section 6.09 directly and (ii) the right of the holders of Company Shares Stockholders to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards Stock Options and Company Restricted Stock to receive the payments contemplated by to which they have the applicable provisions of right to receive pursuant to Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties)2.07. Notwithstanding the foregoing, but subject to Section 8.03, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to in the extent arising out event of a Willful Breach breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e)Parent, in which event the damages recoverable by the Company for itself and on behalf of the Company Stockholders and the holders of Company Shares Stock Options and Company Restricted Stock shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-third party beneficiaries hereunder. The representations, warranties, covenants, covenants and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 8.05 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, covenants and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, matters regardless of the knowledge of any of the parties. Consequently, Persons, Persons other than the parties, parties may not rely upon the representations, warranties, covenants, covenants and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. (a) This Agreement, the Equity Commitment Lettertogether with any exhibits, schedules and annexes hereto, the Guarantee Company Disclosure Schedule, the Voting Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to hereof and shall not confer upon any Person, other than the parties, any rights or remedies hereunder, except thereof. (b) Except for (i) the Indemnitees pursuant to Section 4.8, (ii) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Persons benefiting from Article III, (ii) the provisions set forth in Section 6.08 of this AgreementII pursuant thereto, (iii) from the Persons described in Section 6.5(f), who shall be in each case express third party beneficiaries of, and after the Effective Timeshall be entitled to rely on and enforce, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms 4.8, Section 6.5(c), Section 7.1, this Section 7.6, Section 7.7(a), Section 7.7(b) and conditions of this Agreement Section 7.8, as applicable, and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely 6.5(f), Section 7.2, this Section 7.6, Section 7.7 and Section 7.12 which, to the extent that it relates applicable to the Debt Financing Sources Related Parties)Sources, clause (b) of the proviso of Section 9.02are intended to benefit, this clause (iv) of Section 9.06and be enforceable by, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties)Sources, this Agreement is not intended to, and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoingdoes not, the Company shall have confer upon any other Person any rights or remedies hereunder, including the right to recover, following termination by rely upon the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations representations and warranties set forth in Section 8.03(e), in which event herein. The parties hereto further agree that the damages recoverable by the Company for itself and on behalf rights of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-third party beneficiaries hereunderunder Section 4.8 shall not arise unless and until the Effective Time occurs. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettershereto. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties hereto in accordance with Section 9.03 7.3 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, representations and agreements warranties in this Agreement may represent an allocation among the parties hereto of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesparties hereto. Consequently, Persons, Persons other than the parties, parties hereto may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. 68 Section 7.7.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the Equity Commitment LetterCompany Disclosure Schedule, the Guarantee Parent Disclosure Schedule and the Confidentiality Agreement constitute the entire agreementagreement and, except as expressly set forth herein, supersede any and supersede all other prior agreements and understandingsundertakings, both written and oral, among the parties and their AffiliatesParties, or any of them, with respect to the subject matter hereof. This Agreement is hereof and, are not intended to and shall not confer upon any Person, other than the partiesCompany, Parent, Merger Sub and Successor Sub, any rights or remedies hereunderremedies, except for that (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (iia) the provisions set forth in Section 6.08 of this AgreementArticle III shall be enforceable by holders of Certificates and Book-Entry Shares, (iiib) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party 7.8 shall be a third-party beneficiary of Section 8.02 (solely enforceable by Indemnified Parties to the extent that it relates provided therein and (c) the provisions of Section 9.5(c) (to the Debt extent provided for in the parenthetical referring to the Financing Sources and the Financing Source Related Parties), clause (b) of Sections 9.6, 10.10, 10.11 and 10.12 shall be enforceable by the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources and the Financing Source Related Parties), . The Parties further agree that the rights of third party beneficiaries under Article III and Section 9.13 (solely to 7.8 shall not arise unless and until the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunderFirst Step Effective Time occurs. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties Parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettersParties. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties Parties in accordance with Section 9.03 9.6 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, representations and agreements warranties in this Agreement may represent an allocation among the parties Parties of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesParties. Consequently, Persons, Persons other than the parties, Parties may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date. The Parties acknowledge and agree that, in addition to the Parties’ respective rights under Section 10.5, nothing in this Agreement is intended to preclude a Party that has sought and been unable to obtain the relief contemplated by Section 10.5 from asserting that its measure of damages for fraud or intentional breach of any covenant or agreement in this Agreement by another Party includes the loss of economic benefits to the holders of such Party’s common stock.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (including the Equity Commitment Company Disclosure Letter, the Guarantee ) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement of this Agreement, including, for the avoidance of doubt, the Expense Reimbursement Agreement, between Parent and the Company, dated July 13, 2018, and (b) except for the provisions in Section 6.2 (which provisions may be enforced directly by Indemnified Parties), this Section 9.6 (Entire Agreement; No Third Party Beneficiaries), Section 9.9(b) (Governing Law) and Section 9.12 (Waiver of Jury Trial), is not intended to and shall not confer upon any PersonPerson other than the parties to this Agreement and their permitted assigns any rights, benefits or remedies of any nature whatsoever, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Acceptance Time, the rights of the holders of Company Awards Shares accepted for payment in the offer to receive the payments contemplated by the applicable provisions of Section 3.03 Offer Price, as provided in Article I and in accordance with the terms Offer, (ii) the right of the holders of Shares of the Company to receive the Merger Consideration after the Closing (a claim with respect to which may not be made unless and conditions until the Effective Time shall have occurred) and (iii) the right of the Company on behalf of its security holders to pursue damages (including claims for damages based on loss of the economic benefit of the Transactions to the Company’s security holders in the event of the other party’s breach of this Agreement and Agreement). For the avoidance of doubt, the rights granted pursuant to the foregoing clause (ivii) each Debt Financing Sources Related Party shall be a third-party beneficiary enforceable only by the Company in its sole and absolute discretion, on behalf of Section 8.02 (solely the Company’s security holders. Notwithstanding anything to the extent that it relates to contrary herein, the Debt Financing Sources Related Parties)shall be express third party beneficiaries of, clause and shall be entitled to rely on, the provisions in Section 8.2 (b) Effect of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(cTermination), Section 9.09 9.1 (solely to the extent that it relates to the Debt Financing Sources Related PartiesAmendments and Waivers), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.this

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (including the Equity Commitment Company Disclosure Letter and the Parent Disclosure Letter, the Guarantee ) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement of this Agreement, and (b) except for the provisions in Section 6.7, (which provisions may be enforced directly by Indemnified Parties) and Section 8.2, is not intended to and shall not confer upon any PersonPerson other than the parties to this Agreement and their permitted assigns any rights, benefits or remedies of any nature whatsoever, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Shares of the Company Shares to receive the Merger Consideration payable in accordance after the Closing (a claim with Article IIIrespect to which may not be made unless and until the Effective Time shall have occurred), (ii) the right of the Company on behalf of its security holders to enforce the provisions set forth in Section 6.08 of this Agreement, (iii) from Agreement subject to and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement hereof and (iviii) each Debt the rights of the Financing Sources Related Party shall be a third-party beneficiary of and the Financing Source Parties under Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c8.2(e), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties8.2(f), and Section 9.13 8.2(g), Section 9.1, this Section 9.6 or Section 9.11 (solely to which provisions may be enforced directly by the extent that it relates to the Debt Financing Sources Related Source Parties). Notwithstanding For the foregoingavoidance of doubt, the Company rights granted pursuant to the foregoing clause (ii) shall have the right to recover, following termination be enforceable only by the Company of this Agreement pursuant to Section 8.01(d)(i)in its sole and absolute discretion, through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to of the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunderCompany. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure lettersparties. Any inaccuracies in such representations or and warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 the terms of this Agreement without notice or liability to any other Person. In some instances, the representations, warranties, covenants, The representations and agreements warranties in this Agreement may represent an allocation among the parties of risk risks associated with particular matters, matters regardless of the knowledge of any of the partiesparties and may have been qualified by certain disclosures not reflected in the text of this Agreement. ConsequentlyAccordingly, Persons, Persons other than the parties, parties may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter and the exhibits and schedules hereto), the Confidentiality Agreement, the Limited Guaranty and the Equity Commitment Letter, the Guarantee and the Confidentiality Agreement Letter constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among between the parties and their Affiliatesparties, or any of them, with respect to the subject matter hereofhereof and thereof. This Except (a) for the rights of the holders of the Shares to receive the Merger Consideration to which they are entitled to receive in accordance with Article 2 and the rights of the holders of the Company Equity Awards to receive such amounts as provided for in Article 2 (which, from and after the Effective Time, shall be for the benefit of holders of the Common Stock and Company Equity Awards as of the Effective Time) and Section 5.9 (which, from and after the Effective Time, shall be for the benefit of the Indemnified Parties), (b) prior to the Effective Time, that the Company shall have the right to pursue damages and other relief, including equitable relief, on behalf of its stockholders in the event of Parent or Merger Sub’s fraud, breach or wrongful termination of this Agreement, which right is hereby acknowledged by Xxxxxx and Merger Sub, in each case, subject to the limitations on liability set forth in Section 7.2 and Section 7.3, (c) for the limitations on liability of the Company Related Parties and the Parent Related Parties set forth in Section 7.3, (d) the rights of Persons who are explicitly provided to be third-party beneficiaries of the Equity Commitment Letter or Limited Guaranty solely to the extent of and subject to the rights set forth therein, and (f) as provided in Section 7.3(h) and Section 8.5 and Section 8.16, this Agreement is not for the sole benefit of the parties hereto and their permitted assigns and nothing herein is intended to and shall not confer upon any Person, Person other than the parties, parties hereto any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (including the Equity Commitment Company Disclosure Letter and the Acquiror Disclosure Letter, the Guarantee ) and the Confidentiality Agreement (a) constitute the entire agreement, agreement and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. This Agreement of this Agreement, and (b) except for the provisions in Section 6.7, (which provisions may be enforced directly by Indemnified Parties), is not intended to and shall not confer upon any PersonPerson other than the parties to this Agreement and their permitted assigns any rights, benefits or remedies of any nature whatsoever, other than the parties, any rights or remedies hereunder, except for (i) if the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration Cash Consideration, and the shares of the Acquiror Common Stock issuable to them pursuant to Section 2.1(d), and the holders of Options, SARs and Post-Signing Share Units to receive the Adjusted Options, Adjusted SARs and Adjusted Share Units, as applicable, issuable to them pursuant to Section 2.3 and the holders of Pre-Signing Share Units to receive the amounts payable to them pursuant to Section 2.3, after the Closing (a claim with respect to which may not be made unless and until the Effective Time shall have occurred, and only in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iii) from and after the Effective Time, the rights of the holders of Company Awards to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related PartiesII). Notwithstanding the foregoing, the Company shall have the right to recover, following termination by the Company of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Company, damages from Parent to the extent arising out of a Willful Breach of this Agreement by Parent subject in all respects to the limitations set forth in Section 8.03(e), in which event the damages recoverable by the Company for itself and on behalf of the holders of Company Shares each Financing Source shall be determined by reference an express third party beneficiary of and shall be entitled to the total amount that would have been recoverable under the circumstances of rely upon Section 9.8, Section 9.10, Section 9.11 and Section 9.12 hereof, and each Financing Party may enforce such breach by such holders if all such holders brought an action against Parent and were recognized as third-party beneficiaries hereunderprovisions. The representations, warranties, covenants, representations and agreements warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties parties. The representations and may, in certain instances, be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure to perform or breach of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk risks associated with particular mattersmatters and may have been qualified by certain disclosures not reflected in the text of this Agreement. Accordingly, regardless of the knowledge of any of the parties. Consequently, Persons, Persons other than the parties, parties may not rely upon the representations, warranties, covenants, representations and agreements warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Entire Agreement; No Third-Party Beneficiaries. This Agreement, Agreement (including the Equity Commitment Company Disclosure Letter and Parent Disclosure Letter, the Guarantee ) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among between the parties and their AffiliatesParties, or any of them, with respect to the subject matter hereofhereof and thereof. This Except (a) for the provisions of Article 3 (which, from and after the Effective Time, shall be for the benefit of holders of the Common Stock and Company Equity Awards as of the Effective Time), and Section 6.10 (which, from and after the Effective Time, shall be for the benefit of the Indemnified Parties), (b) subject to Section 8.3(b) and Section 9.5, that the Company shall have the right to pursue damages, on behalf of its stockholders in the event of Parent or Merger Sub’s Fraud or Willful Breach of this Agreement, which right is acknowledged by Pxxxxx and Merger Sub, and (c) for the limitations on liability of the Company Related Parties and the Parent Related Parties set forth in Section 8.3, this Agreement is not for the sole benefit of the Parties and their permitted assigns and nothing in this Agreement is intended to and shall not confer upon any Person, Person other than the parties, Parties any rights or remedies hereunder, except for (i) if . Notwithstanding anything to the Effective Time occurs, the right of the holders of Company Shares to receive the Merger Consideration payable contrary in accordance with Article III, (ii) the provisions set forth in Section 6.08 of this Agreement, (iiix) from and after the Effective Time, the rights of the holders of Company Awards without limitation to receive the payments contemplated by the applicable provisions of Section 3.03 in accordance with the terms and conditions of this Agreement and (iv) each Debt Financing Sources Related Party shall be a third-party beneficiary of Section 8.02 (solely to the extent that it relates to the Debt Financing Sources Related Parties), clause (b) of the proviso of Section 9.02, this clause (iv) of Section 9.06, Section 9.07(c), Section 9.09 (solely to the extent that it relates to the Debt Financing Sources Related Parties), and Section 9.13 (solely to the extent that it relates to the Debt Financing Sources Related Parties). Notwithstanding the foregoing, subject to Section 8.3(b) and Section 9.5, Parent and Merger Sub expressly acknowledge and agree that the Company shall have the right right, on behalf of its stockholders, to recoverpursue damages against Parent and/or Merger Sub for the loss of the Merger Consideration (including, following termination by for the Company avoidance of this Agreement pursuant to Section 8.01(d)(i), through an Action brought by the Companydoubt, damages from Parent based on the loss of the economic benefits of the Merger, including the loss of the premium offered to each such holder) in the extent arising out event of a any Fraud or Willful Breach of this Agreement by Parent subject or Merger Sub in all respects to the limitations set forth in Section 8.03(e), in respect of which event the damages recoverable by the Company for itself is entitled to bring a claim hereunder and on behalf of the holders of Company Shares shall be determined by reference to the total amount that would have been recoverable under the circumstances of such breach by such holders if all such holders brought an action against Parent (y) Section 9.4, Section 9.7, Section 9.8, this Section 9.9, Section 9.10 and were recognized as third-party beneficiaries hereunder. The representations, warranties, covenants, and agreements in this Agreement Section 9.14 are the product of negotiations among the parties and are intended for the sole benefit of the parties Debt Financing Sources and may, in certain instances, the Debt Financing Sources shall be qualified, limited or changed by confidential disclosure letters. Any inaccuracies in such representations or warranties or failure entitled to perform or breach rely on and enforce the provisions of such covenants or agreements are subject to waiver by the parties in accordance with Section 9.03 without notice or liability to any other Person. In some instances, the representations, warranties, covenants, and agreements in this Agreement may represent an allocation among the parties of risk associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons, other than the parties, may not rely upon the representations, warranties, covenants, and agreements in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other dateSections.