Common use of No Shop Clause in Contracts

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent (a) The Company and each Seller shall, and shall cause each of its Affiliates to, and shall cause its and their respective Representatives to, (i) immediately cease and cause to be terminated terminate any activities, discussions or negotiations with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, and use commercially reasonable efforts to obtain the return or destruction from all such Persons of all copies of Confidential Information previously provided to such Parties by the Company, the Sellers or their respective Representatives, in accordance with any applicable confidentiality agreement. Neither the Company nor any Seller shall, nor shall it authorize or knowingly permit any of its respective Representatives to, directly or indirectly, (as defined belowi) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) the making of any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent than with Purchaser or its Affiliates of (x) a material amount of the business Representatives, enter into, continue, have or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information with respect to, or otherwise respond to, cooperate or encouragein connection with, any effort or attempt by any other Person to make an Acquisition Proposal; , (iii) approve or accept any Acquisition Proposal or (civ) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact Contract with respect to any of the foregoingactions described in clauses (i) through (iii) of this Section 6.2(a). (b) The Company and each Seller shall provide, and shall cause their respective Representatives to provide, Purchaser orally and in writing as promptly as practicable (and no later than 72 hours after receipt) notice of any Acquisition Proposal, including the identity of the Person making any Acquisition Proposal and, if in writing, shall provide Purchaser with a copy of such Acquisition Proposal. The Company and each Seller agrees that it will not enter into any confidentiality agreement with any Person subsequent to the date hereof that prohibits such Person from providing such information to Purchaser. (c) The Company and each Seller agrees not to release any Person from, or to amend or waive any provision of, any confidentiality, standstill or similar Contract to which the Company or such Seller is or becomes a party in connection with an Acquisition Proposal. (d) The Company and each Seller shall promptly notify their respective Representatives of their obligations under this Section 6.2.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (a) Each Shareholder agrees that (i) immediately cease it is a director or officer of the Company and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person in such capacity, it is subject to any physical or electronic data room or other access to data the restrictions of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier Section 5.3 of the Closing or the termination of this Merger Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); . (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent Each Shareholder agrees that it shall promptly (and in any event within forty-eight (48) 24 hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact after receipt with respect to a Shareholder Owned Shares Proposal) notify Parent in writing of the receipt of a Shareholder Owned Shares Proposal by such Shareholder or any of its Representatives. Such Shareholder shall promptly (and in any event within 24 hours after receipt) provide Parent with (i) an unredacted copy of such Shareholder Owned Shares Proposal made in writing that was provided to such Shareholder or any of its Representatives or (ii) a written summary of the foregoingmaterial terms of any such Shareholder Owned Shares Proposal not made in writing (including the identity of the Person proposing such Shareholder Owned Shares Proposal). Such Shareholder shall keep Parent reasonably informed on a prompt basis (and in any event within 48 hours) of any material developments, discussions or negotiations regarding any and all Shareholder Owned Shares Proposals, including the material terms thereof (and any material amendments and supplements thereto), and shall provide Parent with unredacted copies of all written amendments or supplements thereto (or, if oral, a written summary of any such amendments or supplements). Further, upon the request of Parent, such Shareholder shall reasonably apprise Parent of the status of such Shareholder Owned Shares Proposals (including with respect to discussions and negotiations thereof). Each Shareholder agrees and acknowledges that, notwithstanding the receipt of any such Shareholder Owned Shares Proposal, such Shareholder shall be subject in all respects to the provisions of this Agreement, including the restrictions set forth in Section 3.1 hereof. For the avoidance of doubt, a Permitted Transfer initiated by a Shareholder in compliance with Section 3.1(a) hereof (including the notice requirements therein) shall not be deemed to be a Shareholder Owned Shares Proposal subject to this Section 3.3(b). (c) Each Shareholder agrees that it will promptly inform its Representatives and its Affiliates’ Representatives of the obligations undertaken in this Article III. (d) Notwithstanding any provision in this Agreement to the contrary, the Shareholders enter into the agreements and understandings herein solely in their capacity as the beneficial owners of the Shareholder Owned Shares, and nothing herein shall limit or affect any actions taken by any Shareholder (or Representative of a Shareholder, as applicable) in such Shareholder’s (or Representative’s, as applicable) capacity as an officer or director of the Company.

No Shop. Parent shall(a) From the date hereof until the Closing or earlier termination of this Agreement in accordance with the terms hereof, Seller and its Affiliates shall not, and shall cause each not authorize or permit any of its Affiliates to, and shall cause its and their Representatives to, directly or indirectly, (i) knowingly encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal other than to state that Seller, its Affiliates and each of their Representatives are restricted from entering into, continuing or participating in such discussions or negotiations pursuant to the terms of this Section 6.9; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller and its Affiliates shall immediately cease and cause to be terminated any activitiesterminated, and shall cause their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person Persons conducted heretofore with respect to an Acquisition Proposal (as defined below) to, or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection withto, an Acquisition Proposal and shall revoke all access in favor of any Person (iii) request any such Person other than Purchaser and its representatives Representatives) to promptly return any virtual data room established for the purposes of evaluating a potential acquisition of all or destroy all confidential information concerning Parent and its Affiliates relating toa part of the Purchased Assets or the Business. For purposes of this Section 6.9, or in connection with, an “Acquisition Proposal. Until the earlier of the Closing ” shall mean any inquiry, proposal or the termination of this Agreement, neither Parent nor offer from any Person (other than Purchaser or any of its Affiliates shallAffiliates) concerning (i) the direct or indirect purchase, whether by sale, merger or otherwise, or license of all or any portion of the Purchased Assets (including by way of the purchase of the equity interests of Seller or any Affiliate thereof); or (ii) the disclosure, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from to any Person relating of any confidential information or data concerning the Purchased Assets or the Business except as necessary to any sale by Parent or its Affiliates of (x) a material amount of the conduct business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information ordinary course consistent with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingpast practice.

No Shop. Until the earlier of the Closing Date or ------- termination of this Agreement pursuant to Article XII, Parent shallshall not, and ----------- shall cause the Companies and each of its Affiliates Parent's subsidiaries not to, and shall cause its their respective employees, officers, directors, affiliates, representatives and their Representatives agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (ia) make, solicit, assist, initiate, or in any way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "Third Party") ----------- relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by Section 7.4) or of ----------- any capital stock or any other equity interest of any Company (an "Acquisition Transaction"), (b) enter into any ----------------------- understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussions discussion or negotiations with any Person parties conducted heretofore with respect to an any potential Acquisition Proposal Transaction, and shall notify Buyer by facsimile (as defined belowand confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, expression of interest, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request for the destruction or return of all non-public, confidential or proprietary information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person concerning the Companies provided to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or Third Party in connection withwith any potential Acquisition Transaction. On the Closing Date, an Acquisition Proposal and (iii) request Parent shall assign to Buyer all confidentiality agreements entered into with any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or Third Party in connection withwith any potential Acquisition Transaction since January 1, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing2001.

No Shop. Parent From and after the date hereof and continuing until the Closing or the earlier termination of this Agreement pursuant to Article VII hereof, the Stockholder hereby covenants and agrees that it will not, and will not authorize or permit any officer, director, employee or agent of the Stockholder, the Companies or any Affiliate of the Stockholder or the Companies to, or authorize or permit any investment banker, attorney, accountant or other representative retained by the Stockholder, the Companies or any Affiliate of the Stockholder or the Companies to, directly or indirectly, without the written consent of the Purchaser, solicit or encourage, furnish any information with respect to the Companies to any Person in connection with, or engage in any discussions with any other Person in connection with any proposal for a merger or other business combination involving the Companies or for the acquisition of an equity interest in the Companies or a substantial portion of the assets of the Companies, other than as contemplated by this Agreement. The Stockholder hereby covenants and agrees that it will promptly advise the Purchaser of any offer, solicitation or request for information received by it or its Affiliates from any Person, including the identity of the Person making such offer, solicitation or request and the nature and terms (if any) of any such offer, solicitation or request. Additionally, the Stockholder shall, and shall cause each of its Affiliates the Companies to, immediately request in writing that all materials concerning the Companies previously provided to any Person in connection with any such negotiations or discussions be returned to the Stockholder and the Companies as soon as possible. Upon a breach of any provisions of this Section 4.4, the Purchaser shall cause its be entitled to injunctive relief, without the requirement for the posting of or other security, since the remedy at law would be inadequate and their Representatives toinsufficient. In addition, (i) immediately cease and cause the Purchaser shall be entitled to be terminated any activitiesimmediately reimbursed for all costs and expenses (including, discussions without limitation, legal, accounting and consultant fees and expenses, and commitment fees of prospective lenders) incurred by or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression on behalf of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or the Purchaser in connection with, an Acquisition Proposal with the transactions contemplated hereunder and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier damages as it can show it has sustained by reason of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingsuch breach.

No Shop. Parent shall, From and shall cause each of its Affiliates to, after the date hereof and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of continuing until the Closing or the earlier termination of this AgreementAgreement pursuant to Article IX hereof, neither Parent nor the Company hereby covenants and agrees that it will not, and will not authorize or permit any officer, director, employee or agent of the Company, any of its Subsidiaries or any of their respective Affiliates shallto, or authorize or permit any investment banker, attorney, accountant or other representative retained by the Company, any of its Subsidiaries or any of their Affiliates to, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount without the written consent of the business Purchaser, solicit or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingencourage, or furnish to any other Person any information with respect toto the Company and its Subsidiaries to any Person in connection with, or otherwise respond to, cooperate or encourage, engage in any effort or attempt by discussions with any other Person to make an Acquisition Proposal; in connection with, any Company Transaction, other than as contemplated by this Agreement. The Company hereby covenants and agrees that it will promptly advise the Purchaser of any offer, solicitation or (c) enter into request for information received by it or any agreementof its Affiliates from any Person, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning including the identity of the relevant informationPerson making such offer, solicitation or request and the nature and terms (if any) notify Buyer if of any such offer, solicitation or request. Additionally, the Company will immediately request in writing that all materials concerning the Company and its Subsidiaries previously provided to any Person makes in connection with any proposalsuch negotiations or discussions be returned to the Company as soon as possible. Upon a breach of any provisions of this Section 6.4, offerthe Purchaser shall be entitled to injunctive relief, inquiry without the requirement for the posting of or contact with respect other security, since the remedy at law would be inadequate and insufficient. In addition, the Purchaser shall be entitled to any be immediately reimbursed for all costs and expenses (including, without limitation, legal, accounting and consultant fees and expenses, and commitment fees of prospective lenders) incurred by or on behalf of the foregoingPurchaser in connection with the transactions contemplated hereunder and such other damages as it can show it has sustained by reason of such breach.

No Shop. Parent (a) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, none of the Company or Seller shall, and each of the Company and Seller shall cause each the Representatives of its Affiliates the Company and the Seller not to, and shall cause its and their Representatives to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding the Company to any Person who has made an Acquisition Proposal or an Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person who has made any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Inquiry; (v) withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the Transactions; or (vi) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction. (b) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, the Company Board shall not (i) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal relating to the Company, (ii) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition Proposal related to the Company, or (iii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize the Company to enter into, any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or Contract or other instrument in respect of or relating to an Acquisition Proposal. (c) The Company shall promptly, within 36 hours, advise Buyer orally and in writing of any Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all material modifications thereto) that is made or submitted by any Person during the period beginning on the Effective Date until the Closing or the termination of this Agreement in accordance with its terms. The Company shall keep Buyer reasonably informed on a current basis of any material developments in the status and terms of any such Acquisition Proposal or Acquisition Inquiry (including whether such Acquisition Proposal or Acquisition Inquiry has been withdrawn or rejected and any material change to the terms thereof). (d) The Company and the Seller shall immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the Effective Date with any Person with respect that relate to an any Acquisition Proposal (as defined below) or Acquisition Inquiry proposed on or prior to the Effective Date. The Company acknowledges and agrees that any inquiry, expression actions taken by or at the direction of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier a Representative of the Closing Company or Seller that, if taken by the termination Company or Seller, would constitute a breach or violation of this Agreement, neither Parent nor any Section 6.06 and will be deemed to constitute a breach and violation of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale this Section 6.06 by Parent or its Affiliates of (x) a material amount of the business or assets of Company and the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingSeller.

No Shop. Parent shall, (a) During the period from the date of this Agreement and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until through the earlier of the NESR Closing and termination or the termination expiry of this Agreement, neither Parent nor any unless Olayan does not comply with the provisions of Section 2.6(a), the Selling Stockholders and the Company shall not, and the Company shall not permit the Subsidiaries and the Company shall not permit its Affiliates shallor its Subsidiaries’ directors, officers or employees and each Selling Stockholder shall not permit its respective directors, officers or employees, (collectively, the “Representatives”) to, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (ai) solicitdiscuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of all or substantially all of the assets of the Company or any of the Subsidiaries or any capital stock or other ownership interests of the Company or any of the Subsidiaries, other than the transactions contemplated by this Agreement (an “Acquisition Transaction”); (ii) facilitate, encourage, solicit or initiate discussions, negotiations or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction; (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of Person, any information concerning the business business, operations, properties or assets of the Business, including Company or the Assets, whether by sale of assets, sale of equity, merger, liquidation Subsidiaries in connection with an Acquisition Transaction; or otherwise(iv) otherwise cooperate in any way with, or (y) any equity interests in the Sellers (assist or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingin, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. (b) The Selling Stockholders and the Company shall (and the Selling Stockholders and the Company shall cause their respective directors, officers and employees to, and the Company shall cause the Subsidiaries and their Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Purchaser) conducted heretofore with respect to any Acquisition Transaction. The Company agrees not to (and the Company agrees to cause the Subsidiaries not to) release any third party involved in such discussions or negotiations from the confidentiality and standstill provisions of any agreement to which the Company or any of the Subsidiaries is a party in connection with any Acquisition Transaction. (c) During the period from the date of this Agreement and through the earlier of NESR Closing and termination or expiry of this Agreement, except for a Permitted Transaction, NESR shall not and shall procure that none of its Affiliates or its or their directors, officers or employees shall, directly or indirectly: (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of all or substantially all of the assets of any Person or of any capital stock or other ownership interests of any Person (a “Competing Transaction”); (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of a Competing Transaction; or (iii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. (d) NESR shall and shall procure that its Affiliates and its and their directors, officers and employees shall immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than any Selling Stockholder) conducted heretofore with respect to any Competing Transaction (except any Permitted Transaction).

No Shop. Parent (a) During the Pre-Closing Period, Merger Partner shall not, directly or indirectly, and Xxxxxx Partner shall cause the other members of the Merger Partner Group and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner; (ii) furnish any information regarding any member of the Merger Partner Group to any Person in connection with or in response to any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner (other than to state that they are not currently permitted to have discussions); (iv) approve, endorse or recommend any Acquisition Proposal or any Acquisition Inquiry with respect to Merger Partner; or (v) enter into any letter of intent or similar Contract contemplating or relating to any Acquisition Transaction or any Acquisition Inquiry with respect to Merger Partner (excluding any Permitted Confidentiality Agreements). (b) During the Pre-Closing Period, Remainco shall not, directly or indirectly, and Remainco shall cause the other members of the Remainco Group and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the members of the Spinco Group or the Spinco Business; (ii) furnish any information regarding any member of the Remainco Group to any Person in connection with or in response to any Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the members of the Spinco Group or the Spinco Business; (iii) engage in discussions or negotiations with any Person relating to any Acquisition Proposal or any Acquisition Inquiry with respect to Remainco, the members of the (c) Notwithstanding anything to the contrary contained in Section 4.5(a), if at any time on or after the date hereof and prior to obtaining the Required Merger Partner Stockholder Vote (and in no event after obtaining the Required Merger Partner Stockholder Vote), (i) Merger Partner shall receive a written Acquisition Proposal with respect to Merger Partner that did not result from a breach (other than a de minimis breach) of Section 4.5(a) and (ii) the Merger Partner Board determines in good faith (x) after consultation with Xxxxxx Partner’s financial advisors that such Acquisition Proposal is or would reasonably be expected to lead to a Merger Partner Superior Proposal and (y) after consultation with Xxxxxx Partner’s outside legal counsel that the failure to take the following actions would be reasonably likely to result in a breach of the fiduciary duties of the Merger Partner Board under applicable Law, then Xxxxxx Partner may (A) furnish information regarding the members of the Merger Partner Group (it being understood that in no event shall any member of the Merger Partner Group or their respective Representatives furnish any information regarding the members of the Remainco Group (including the members of the Spinco Group or the Spinco Business) to the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal) or (B) enter into discussions and negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal; provided that (1) prior to furnishing any such information to such Person, Xxxxxx Partner receives from such Person an executed confidentiality agreement that contains customary provisions (including nondisclosure provisions, use restrictions and non- solicitation provisions) at least as favorable in the aggregate to Merger Partner as the provisions of the Confidentiality Agreements as in effect immediately prior to the date hereof and allows for Merger Partner to comply with its obligations in this Agreement; (2) Merger Partner gives Remainco prompt notice of any such determination by the Merger Partner Board (which notice shall be no later than thirty-six (36) hours after such determination by the Merger Partner Board and prior to Merger Partner or any of its Representatives taking any of the actions described in clause (A) or clause (B)); and (3) Merger Partner furnishes or Makes Available to Remainco any non-public information furnished or Made Available to such Person (to the extent such information has not been previously furnished or Made Available by Merger Partner to Remainco) prior to or substantially concurrent with the time it is provided or made available to such Person. (d) Except as expressly permitted by Section 5.2(c), during the Pre-Closing Period, the Merger Partner Board (or any committee thereof) shall not (i) effect a Merger Partner (e) Notwithstanding anything to the contrary contained in Section 4.5(b), if at any time on or after the date hereof and prior to obtaining the Required Remainco Shareholder Vote (and in no event after obtaining the Required Remainco Shareholder Vote), (i) Remainco shall receive a written Acquisition Proposal with respect to Remainco that did not result from a breach (other than a de minimis breach) of Section 4.5(b) and (ii) the Remainco Board determines in good faith (x) after consultation with Xxxxxxxx’s financial advisors that such Acquisition Proposal is or would reasonably be expected to lead to a Remainco Superior Proposal and (y) after consultation with Xxxxxxxx’s outside legal counsel that the failure to take the following actions would be reasonably likely to result in a breach of the fiduciary duties of the Remainco Board under applicable Law, then Remainco may (A) furnish information regarding the members of the Remainco Group or members of the Spinco Group (it being understood that in no event shall any member of the Remainco Group, any member of the Spinco Group or its Representatives furnish any information regarding the members of the Merger Partner Group to the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal) or (B) enter into discussions and negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal; provided that (1) prior to furnishing any such information to such Person, Remainco receives from such Person an executed confidentiality agreement that contains customary provisions (including nondisclosure provisions, use restrictions and non-solicitation provisions) at least as favorable in the aggregate to Remainco as the provisions of the Confidentiality Agreements as in effect immediately prior to the date hereof and allows for Remainco to comply with its obligations in this Agreement; (2) Remainco gives Merger Partner prompt notice of any such determination by the Remainco Board (which notice shall be no later than thirty-six (36) hours after such determination by the Remainco Board and prior to Remainco or any of its Representatives taking any of the actions described in clause (A) or clause (B)); and (3) Remainco furnishes or Makes Available to Merger Partner any non-public information furnished or Made Available to such Person (to the extent such information has not been previously furnished or Made Available by Remainco to Merger Partner) prior to or substantially concurrent with the time it is provided or made available to such Person. (f) Except as expressly permitted by Section 5.3(c), during the Pre-Closing Period, the Remainco Board (or any committee thereof) shall not (i) effect a Remainco Change in (g) During the Pre-Closing Period, Merger Partner and Remainco shall promptly (and in no event later than thirty-six (36) hours) after receipt of any Acquisition Proposal with respect to (i) Merger Partner or (ii) Remainco, the Spinco Business or a member of the Spinco Group (as the case may be) or any Acquisition Inquiry with respect to (A) Merger Partner or (B) Remainco, the Spinco Business or a member of the Spinco Group (as the case may be) advise the other Parties to this Agreement orally and in writing of any such Acquisition Inquiry or any such Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Inquiry or such Acquisition Proposal and the terms thereof, including a copy of any written Acquisition Inquiry or any written Acquisition Proposal and any other agreements proposed to be entered into by any member of the Merger Partner Group or any member of the Remainco Group (as the case may be) and the Person making such Acquisition Inquiry or such Acquisition Proposal or any of its Subsidiaries or its or their respective Representatives (as the case may be) and any documentation in respect of such Acquisition Inquiry or such Acquisition Proposal received from the proponent thereof or its Representatives) that is made or submitted by any Person during the Pre-Closing Period. During the Pre-Closing Period, each Party receiving an Acquisition Inquiry or an Acquisition Proposal shall keep the other Parties reasonably informed on a reasonably prompt basis with respect to (1) the status of any such Acquisition Inquiry or any such Acquisition Proposal, including any negotiations with respect thereto and (2) the status and terms of any modification or proposed modification thereto, copies of any written materials (including e-mail correspondence) received from the proponent thereof or its Representatives proposing any such changes to any such Acquisition Inquiry or any such Acquisition Proposal and drafts of any agreements proposed to be entered into by any member of the Remainco Group or any member of the Merger Partner Group (as the case may be) and the Person making such Acquisition Inquiry or such Acquisition Proposal or any of its Subsidiaries or its or their respective directors, officers or employees (as the case may be). (h) During the Pre-Closing Period, Merger Partner and Remainco shall, and shall cause each the other members of its Affiliates to, their respective Groups and shall use reasonable best efforts to cause its and their respective Representatives to, (i) immediately cease and cause to be terminated any activitiesdiscussions conducted on or before the date hereof with any Person that relate to any Acquisition Proposal with respect to (i) Merger Partner or (ii) Remainco, the Spinco Business or a member of the Spinco (i) Notwithstanding anything to the contrary contained in this Agreement, including Section 4.2(b)(vi), Section 4.5(b) and Section 5.3(b), or any other Transaction Document, it shall not be a breach of any of the Transaction Documents for any member of the Remainco Group, any of its Affiliates or any of their respective Representatives to, and there shall be no restrictions on the ability of any member of the Remainco Group, any of its Affiliates or any of their respective Representatives to (i) pursue, consider or evaluate any Excluded Matter; (ii) make any inquiry, proposal or offer for or relating to any Excluded Transaction to any Person; (iii) solicit, initiate, encourage or facilitate the making, submission or announcement of any Excluded Transaction Inquiry or any Excluded Transaction Proposal; (iv) furnish information in connection with any Excluded Matter; (v) engage in discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person relating to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case Excluded Matter; (vi) make any announcements relating to or in connection withwith any Excluded Matter; (vii) approve, endorse or make any recommendations relating to any Excluded Matter; (viii) authorize, approve or enter into Contracts that provide for, relate to or are in furtherance of any Excluded Matter; (ix) consummate, or take any actions to consummate, any Excluded Transaction; or (x) take any actions in furtherance of any foregoing, in each case, so long as the foregoing would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, materially interfere with or materially impair Remainco’s ability to consummate the Closing (including the Separation in all material respects, the Spinco Contribution, the Distribution and the Merger and the execution and delivery of the IP License and Technology Agreements, the Rhode Island VLT JV Interest Management Contract, the Rhode Island VLT System Subcontract and the Transition Services Agreement) (any such action, or any action in furtherance of any of the foregoing, an “Excluded Action”). No member of the Remainco Group shall be required to provide any notice to Merger Partner relating to any Excluded Action or any Excluded Matter. If any member of the Remainco Group or any of its Representatives receives any inquiry, request, proposal or offer and it is uncertain whether such inquiry, request, proposal or offer relates to an Excluded Matter or an Acquisition Proposal and (iii) request any Transaction, then such Person member of the Remainco Group and its representatives Representatives may ask the Person making such inquiry, request, proposal or offer to promptly return clarify whether it relates to an Excluded Matter or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition ProposalTransaction. Until the earlier It shall not be a breach of any of the Closing Transaction Documents, a Remainco Change in Recommendation or a Remainco Triggering Event if any member of the termination of this AgreementRemainco Group, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary of their respective Representatives engage in any Excluded Actions with any Person or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission the Representatives of proposals or offers from any Person relating to any sale by Parent Excluded Matter and, during the course of such Excluded Action, the Excluded Matter becomes an Acquisition Inquiry or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; , so long as promptly following the time when Remainco becomes aware that such Excluded Matter has become an Acquisition Inquiry or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal, Remainco (A) notifies Merger Partner of such Acquisition Inquiry or such Acquisition Proposal and (B) thereafter complies with Section 4.5 as though such Acquisition Inquiry or such Acquisition Proposal were an unsolicited Acquisition Inquiry or an unsolicited Acquisition Proposal. Parent shall promptly (j) Remainco and in any event within forty-eight (48) hours Xxxxxx Partner agree not to release or permit the release of learning of the relevant information) notify Buyer if any Person makes from, or to waive or permit the waiver of any proposalprovision of, offerany confidentiality, inquiry non- solicitation, no hire, “standstill” or contact with respect similar Contract to which any such Party or any of the foregoing.its Subsidiaries is a party or under which any such Party or any of its Subsidiaries has any rights, and

No Shop. Parent (a) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, none of either Company none the Shareholder shall, and each of the Companies and Shareholder shall cause the Representatives of each of its Affiliates Company and Shareholder not to, and shall cause its and their Representatives to, directly or indirectly: (i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information regarding any Company Entity to any Person who has made an Acquisition Proposal or an Acquisition Inquiry; (iii) engage in discussions or negotiations with any Person who has made any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Inquiry; (v) withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the Transactions; or (vi) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction. (b) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, neither the Celerit Board nor the Celerit Solutions Board shall (i) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal relating to either Company, (ii) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition Proposal related to either Company, or (iii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize either Company to enter into, any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or contract or other instrument in respect of or relating to an Acquisition Proposal. (c) The Companies and Shareholder shall promptly, within 36 hours, advise Sollensys orally and in writing of any Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all material modifications thereto) that is made or submitted by any Person during the period beginning on the Effective Date until the Closing or the termination of this Agreement in accordance with its terms. The Companies and Shareholder shall keep Sollensys reasonably informed on a current basis of any material developments in the status and terms of any such Acquisition Proposal or Acquisition Inquiry (including whether such Acquisition Proposal or Acquisition Inquiry has been withdrawn or rejected and any material change to the terms thereof). (d) The Companies and the Shareholder shall immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the Effective Date with any Person with respect that relate to an any Acquisition Proposal (as defined below) or Acquisition Inquiry proposed on or prior to the Effective Date. Each Company acknowledges and agree that any inquiryactions taken by or at the direction of a Representative of either Company or Shareholder that, expression of interestif taken by either Company or Shareholder, proposal, offer would constitute a breach or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination violation of this Agreement, neither Parent nor any Section 5.05 will be deemed to constitute a breach and violation of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale this Section 5.05 by Parent or its Affiliates of (x) a material amount of the business or assets of Companies and the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingShareholder.

No Shop. Parent From the execution of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as otherwise expressly permitted by this Section 5.3: (i) the Company shall, and shall cause each its Subsidiaries (and the directors and officers of it and its Affiliates Subsidiaries) to, and shall use its reasonable best efforts to cause its and their respective Representatives (other than its and their respective officers and directors) to, : (iA) immediately cease and cause to be terminated any activities, all existing discussions or negotiations by the Company (or, as applicable, such Subsidiary or such Representative) with any Person conducted heretofore with respect to an any Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, inquiry or offer or request for information that could would reasonably be expected to lead to an Acquisition Proposal, and (B) request the prompt return or destruction of all confidential information previously made available by it or on its behalf in connection with any Acquisition Proposal or any other proposal, inquiry or offer that would reasonably be or reasonably was expected to lead to an Acquisition Proposal; (ii) terminate access by the Company shall not terminate, waive, amend, release or modify in any Person respect any provision of any confidentiality agreement to which any physical or electronic data room Acquired Company is a party in connection with any Acquisition Proposal or other access proposal, inquiry or offer that would reasonably be expected to data of Parent and its Affiliates, in each case relating lead to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; and (iii) the Company shall not, and shall cause its Subsidiaries (and the respective officers and directors of it and its Subsidiaries) not to, and shall use its reasonable best efforts to cause its and their respective Representatives (other than its and their respective directors and officers), not to, directly (or indirectly through third parties): (cA) solicit, initiate, or knowingly encourage, or knowingly induce or facilitate, the making, submission or announcement of any inquiries or the making of any proposal or offer constituting, related to or that would reasonably be expected to lead to an Acquisition Proposal; (B) make available any non-public information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives acting in their capacities as such) in connection with or in response to an Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal; (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions); (D) enter into any agreementletter of intent or agreement in principle or any Contract concerning any Acquisition Proposal or any proposal, arrangement inquiry or understanding offer that would reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with respect Section 5.3(b)); or (E) reimburse or agree to reimburse the expenses of any other person (other than the Company’s Representatives) in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (ia) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until From the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with its terms, neither Parent nor the Company shall not, and the Company shall not permit any of its Affiliates shallAffiliates, directors, officers or employees to, and the Company shall use commercially reasonable efforts to cause its other representatives or agents (together with directors, officers, and employees, the “Representatives”) not to, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliaterecapitalization, agent, intermediary purchase or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission disposition of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (Company or any Person that is required to be a Seller pursuant to Section 5.19material amount of the Capital Stock or other ownership interests of the Company (other than in connection with the Investment, the Anchor Investment Agreement, Other Private Placements, the TARP Exchange, the Exchange Offers, the Rights Offering or any other transaction contemplated hereby) (an “Acquisition ProposalTransaction”); , (bii) participate facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. (b) The Company shall notify CapGen orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company or any of the Representatives thereof of any proposal or offer from any Person other than CapGen or the Investors to effect an Acquisition Transaction or any request for non-public information relating to the Company or for access to the properties, books or records of the Company by any Person other than the CapGen or the Investors in connection with an Acquisition Transaction.

No Shop. Parent shall, (a) At all times after the execution of this Agreement and shall cause each prior to the earlier of its Affiliates to, the Closing and shall cause its and their Representatives to, the termination of this Agreement pursuant to Article VII: (i) Seller (including any Affiliate of Seller) shall not (and Seller (including any Affiliate of Seller) shall take reasonable action such that its Representatives, including investment bankers, attorneys and accountants, do not, on its behalf), directly or indirectly, take any action to solicit, initiate or knowingly encourage any inquiry, proposal or offer from, furnish any non-public information to, or participate in any negotiations with, any corporate, partnership, Person or other entity or group other than Purchaser regarding (x) any acquisition, sale, disposition or grant of any exclusive license to all or any portion of the Purchased Assets, the Business, or the Proprietary Rights owned by Seller and to be licensed to Purchaser pursuant to the License Agreement except to the extent such transaction would not affect Seller’s ability to license such Proprietary Rights to Purchaser pursuant to the License Agreement or (y) any agreement, arrangement or understanding requiring Seller or any Affiliate of Seller to abandon, terminate or fail to consummate any of the transactions contemplated hereby (each, an “Acquisition Proposal”). (ii) Upon execution of this Agreement, Seller shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person parties conducted heretofore with respect to an any Acquisition Proposal and Seller shall request (as defined belowor if Seller has the contractual right to do so, demand) the return of all documents and other data furnished to others prior to the execution of this Agreement in connection with any Acquisition Proposal. Seller shall promptly notify Purchaser of the existence of any Acquisition Proposal received by Seller after the execution of this Agreement, and Seller shall promptly communicate to Purchaser the terms of any such Acquisition Proposal and the identity of the party making such Acquisition Proposal, and shall promptly provide to Purchaser copies of any written materials received by Seller in connection with such Acquisition Proposal. (iii) None of Seller’s board of directors or any inquirycommittee thereof shall (i) after approval by Seller’s board of directors or any committee thereof of this Agreement and the Acquisition, expression withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, the approval by such board of interest, proposal, offer directors or request for information that could reasonably be expected to lead to an Acquisition Proposalany such committee of this Agreement or the Acquisition, (ii) terminate access by approve or recommend or propose to approve or recommend any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and or (iii) request any such Person and its representatives authorize Seller to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact agreement with respect to any Acquisition Proposal. (b) Notwithstanding anything to the contrary in this Section 5.4, the covenants contained in Sections 5.4(a)(i)-(iii) shall not apply to any actions or discussions with respect to a sale, disposition, merger or other business combination of Seller or any part of Seller’s or any of its Affiliates’ businesses that does not include the foregoingPurchased Assets, the Business and/or the Proprietary Rights owned by Seller and to be licensed to Purchaser pursuant to the License Agreement, if such action, discussion or transaction does not prohibit Seller (and each Subsidiary Seller) from complying with their obligations under this Agreement or the other Transaction Documents.

No Shop. Parent Each of Carnival and P&O Princess agrees that, subject to Section 4.2.3 and except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and that it shall cause each of direct and use its Affiliates to, and shall reasonable best efforts to cause its and their Representatives its Subsidiaries' officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents or other representatives (collectively, with respect to each of Carnival and P&O Princess, such Person's "Representatives") not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer by a third party with respect to a merger, takeover, reorganization, share exchange, scheme of arrangement, dual-holding company transaction, consolidation or similar transaction involving Carnival or P&O Princess, or any purchase of or joint venture (or similar arrangement) involving, or offer to purchase or enter into a joint venture (or similar arrangement) involving, all or 15% or more of the equity securities of Carnival or P&O Princess, as the case may be, or of its and its Subsidiaries' assets taken as a whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Each of Carnival and P&O Princess further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers or directors shall, and that it shall direct and use its reasonable best efforts to cause its Representatives not to, directly or indirectly, have any discussions with or provide any confidential information or data to any Person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either Carnival or P&O Princess or its board of directors from (i) negotiating with or furnishing information to any Person who has made a bona fide unsolicited written Acquisition Proposal which did not result from a breach of this Section 4.2.1 (or any action that would have constituted such a breach if the Representatives of such Party were bound by this Section to the same extent as such Party) or Section 6 of, or any comparable no-shop provision in, the Stockholders Deed Polls (or any action that would have constituted a breach if the Representatives (as defined in the Stockholders Deed Polls) were bound by such Section to the same extent as the Carnival Major Stockholders) (each, a "Qualifying Acquisition Proposal") or (ii) recommending a Qualifying Acquisition Proposal to its shareholders, if and only to the extent that, in each case, the board of directors of such Party determines in good faith after consultation with outside legal counsel that the failure to take such action would result in a breach of the fiduciary duties of the Board of Directors and such Qualifying Acquisition Proposal is a Superior Proposal. For purposes of this Agreement, a "Superior Proposal" means in respect of Carnival or P&O Princess, as applicable, any Qualifying Acquisition Proposal by a third party (x) on terms which the board of directors of such Party determines in its good faith judgment to be more favorable from a financial point of view to its shareholders than the Transactions after consultation with its financial advisors (which advice shall be communicated to the other Party) and after giving the other Party at least ten Business Days to respond to such third party Qualifying Acquisition Proposal, (y) which the board of directors of such Party determines in its good faith judgment to constitute a transaction that is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory and other aspects of such proposal and (z) which relates to at least a majority of the consolidated assets by value or the securities by voting power of such Party. Each of Carnival and P&O Princess agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to an any Acquisition Proposal. Each of Carnival and P&O Princess also agrees that if it has not already done so, it will promptly request each Person, if any, that has heretofore executed a confidentiality agreement within the 12 months prior to the date hereof in connection with its consideration of any Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, heretofore furnished to such Person by or in connection with, an Acquisition Proposal. Until the earlier on behalf of the Closing it or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingSubsidiaries.

No Shop. Parent shallUntil the Call Period has expired without the Call Option having been exercised, and shall cause each of or this Agreement has been terminated in accordance with its Affiliates to, and shall cause its and their Representatives to, terms: (i) immediately cease and cause to be terminated neither the Company nor Protiva will, nor will the Company or Protiva authorize or permit any activitiesof their respective officers, discussions directors, Affiliates or negotiations with any Person with respect to an Acquisition Proposal (as defined below) employees, or any inquiryinvestment banker, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room attorney or other access advisor or representative retained by them to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (aA) solicit, initiate or encourage induce the making, submission or announcement of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); , (bB) participate in any discussions or negotiations regarding, or furnish to any other Person any “non-public” information with respect to, or otherwise respond take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or , (cC) enter into engage in discussions with any agreement, arrangement or understanding Person with respect to an Acquisition Proposal. Parent shall , except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly (and in any event within forty-eight (48) hours of learning notify Monsanto Canada of the relevant information) notify Buyer if receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the Company or for access to the properties, books or records of the Company by any Person makes who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any proposal, offer, inquiry documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or contact with respect proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the foregoingunits or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transaction.

No Shop. Parent shallDuring the Pre-Closing Period: (a) From and after the date of this Agreement, Seller shall not, and shall cause each of its Affiliates Seller’s and the Company’s Affiliates, directors, officers, members, governors, employees, investment bankers, attorneys, accountants and other advisors or representatives (directors, officers, members, governors, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, the “Representatives”) not to, and shall cause its and their Representatives to, directly or indirectly: (i) immediately cease and cause to be terminated solicit, initiate or knowingly encourage any activitiesinquiries or the making of any proposal or offer that constitutes, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could would reasonably be expected to lead to an Acquisition Proposalto, (iiA) terminate access by any Person to proposal or offer for a merger, consolidation, dissolution or sale of assets of the Company having 10% or more of the fair market value of all such assets, (B) any physical or electronic data room equity purchase, recapitalization, equity exchange or other access to data of Parent and its Affiliatesbusiness combination involving the Company, in each case relating to or in connection with, an Acquisition Proposal and (iiiC) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until proposal for the earlier of issuance by the Closing or the termination of this Agreement, neither Parent nor any Company of its Affiliates shallequity securities or (D) any proposal or offer to acquire in any manner, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business equity securities or consolidated total assets of the BusinessCompany other than the transactions contemplated by this Agreement (each, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); ; (bii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person other than Buyer or its Affiliates or Representatives any non-public information for the purpose of encouraging or facilitating, any Acquisition Proposal or any agreement relating to any Acquisition Proposal; or (iii) permit any Person other than (i) Seller or its Affiliate or Representatives or (ii) Buyer or its Affiliates or Representatives to access the data room on “Intralinks” or any information with respect other “data room” of the Company. (b) Seller shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or otherwise respond would reasonably be expected to lead to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or . (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent Seller shall promptly (and in any event within forty-eight (48) hours of learning inform its Representatives of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any obligations of the foregoingSeller under this Section 4.2.

No Shop. Each of the Company and Parent agree that, except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries shall, and each shall cause its respective Subsidiaries and its and their respective officers, directors, employees, investment bankers, attorneys, accountants and other advisors or representatives (such Persons, collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit or knowingly encourage or facilitate the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal, in the case of the Company, or any Parent Acquisition Proposal, in the case of Parent; (ii) enter into, engage in, maintain, continue or otherwise participate in any discussions or negotiations with, or furnish or otherwise make available any non-public information or data to, any Person other than the other Parties, or any of their Affiliates or any of their respective Representatives (a “Third Party”) that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), in each case relating to, or as would reasonably be expected to lead to, a Company Acquisition Proposal or Parent Acquisition Proposal, respectively; or (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, memorandum of understanding or other Contract (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.2(b)) relating to, or that would reasonably be expected to lead to, a Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent) (any of the foregoing, an “Alternative Acquisition Agreement”). Each of the Company and Parent shall, and shall cause each of its Affiliates to, Subsidiaries and shall cause its and their respective Representatives to, (i) cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any Person Third Party and/or its Representatives, with respect to an any Company Acquisition Proposal (as defined belowin the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, expression proposal or offer that would reasonably be expected to lead to, any Company Acquisition Proposal or Parent Acquisition Proposal, as the case may be, and shall promptly request that each Third Party to whom confidential information has been furnished or otherwise made available by or on behalf of interestsuch Party or any of its Subsidiaries within the 12 month period preceding the date of this Agreement in connection with, or for the purpose of evaluating, a Company Acquisition Proposal or Parent Acquisition Proposal, promptly return or destroy all such confidential information so furnished or otherwise made available; provided that, notwithstanding anything to the contrary in this Agreement, the Company or Parent, or any of their respective Representatives, may in any event (A) seek to clarify the terms and conditions of any inquiry or proposal to determine whether such inquiry or proposal constitutes a bona fide Company Acquisition Proposal (in the case of the Company) or a bona fide Parent Acquisition Proposal (in the case of Parent) and (B) inform a Third Party that makes a Company Acquisition Proposal or Parent Acquisition Proposal, as applicable, of the restrictions imposed by the provisions of this Section 6.2 (without conveying, requesting or attempting to gather any other information (except as otherwise specifically permitted hereunder)). Neither the Company nor Parent shall, and each shall cause its Subsidiaries not to, terminate, waive, amend, release or modify in any respect any standstill or other similar provision of any confidentiality agreement to which any of them is a party in connection with a Company Acquisition Proposal or Parent Acquisition Proposal, respectively, or other proposal, inquiry or offer or request for information that could would reasonably be expected to lead to an a Company Acquisition Proposal or Parent Acquisition Proposal, (ii) terminate access and shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such confidentiality agreements, including by seeking injunctions to prevent any Person known breaches of any such agreements and to any physical or electronic data room or other access to data of Parent enforce specifically the terms and its Affiliatesprovisions thereof, except in each case relating if such Party’s board of directors determines in good faith, after consultation with its outside legal counsel that the failure to or in connection with, an Acquisition Proposal and (iii) request any take such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required action would be reasonably likely to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information inconsistent with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingits fiduciary duties under Delaware law.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (ia) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person Except with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access the possible sale by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier Seller of the Closing or the termination of this AgreementExcluded Assets, neither Parent nor Seller will, and will not permit any of its Affiliates shallthe directors, officers, employees, representatives or agents of Seller or the Subsidiaries (collectively, the “Representatives”) to, directly or indirectly, through (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliatepurchase or disposition of any amount of the Business or the Purchased Assets other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), agent(ii) facilitate, intermediary encourage, solicit or representative in his initiate discussions, negotiations or her official or personal capacity: (a) solicit, initiate or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent Person, any information concerning the Business or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwisePurchased Assets in connection with an Acquisition Transaction, or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make do or seek any of the foregoing. (b) Parent and Seller shall notify Purchaser orally and in writing promptly (but in no event later than 24 hours) after receipt of any proposal or offer from any Person other than Purchaser to effect an Acquisition Proposal; Transaction or (c) enter into any agreementrequest for non-public information relating to the Business or for access to the properties, arrangement books or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning records of the relevant information) notify Buyer if Business by any Person makes other than Purchaser. Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of the Business, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. Seller shall keep Purchaser informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, inquiry indication or contact request. (c) Parent and Seller shall (and shall cause their Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Purchaser) conducted heretofore with respect to any of the foregoing. Parent and Seller agree not to release any third party from the confidentiality and standstill provisions of any agreement to which Seller or any of the Subsidiaries is a party, and, to the extent such agreements are not Purchased Contracts, to enforce such agreements on behalf of Purchaser at Purchaser’s request.

No Shop. Parent shallThe Company hereby covenants and agrees that it shall not, and it shall cause each of its Subsidiaries and Affiliates (and direct their respective Representatives) not to, for the period from the date of this Agreement through the Closing or the earlier termination of this Agreement in accordance with the terms and shall cause its and their Representatives conditions of Article XI, take any action to (a) directly or indirectly encourage, solicit, initiate, facilitate, accept, engage in or enter into any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal, (c) publicly approve, endorse or recommend any Acquisition Proposal, or (d) directly or indirectly participate, engage or continue in any discussions or negotiations regarding, furnish to any Person any information with respect to, or take any other action to facilitate the making of, an Acquisition Proposal, in each of the foregoing clauses (ia) and (d), other than to reject or terminate any such discussions, negotiations or proposals. Without limiting the generality of the foregoing, the Company shall immediately cease and cause to be terminated any activitiesall existing discussions, discussions or conversations, negotiations and other communications with any Person conducted heretofore with respect to any Acquisition Proposal and eliminate access to any data room (virtual or otherwise) maintained by the Company to all Persons other than Buyer and its Representatives and the Company’s Representatives. The Company also agrees that it will promptly, but in no event later than five (5) Business Days after the date of this Agreement, request each Person (other than the Buyer) that has, prior to the date hereof, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, furnished to such Person by or in connection with, an Acquisition Proposal. Until the earlier on behalf of the Closing it or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through subsidiaries prior to the date hereof. Any violation of this Section 6.11 by any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount Representative of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (Company or any Person that is required of its Subsidiaries shall be deemed to be a Seller pursuant to breach of this Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt 6.11 by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingCompany.

No Shop. Parent Sonoma shall, and shall cause each of its Affiliates to, Subsidiaries and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, all existing discussions or and negotiations with any Person person conducted heretofore with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Competing Proposal and (iii) request any such Person and its representatives to promptly the prompt return or destroy destruction of all confidential information concerning Parent previously furnished to such person. From and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until after the date of this Agreement until the earlier of the Closing or the termination of date, if any, on which this Agreement is terminated, and except as otherwise provided for in this Agreement, neither Parent nor Sonoma agrees that it shall not (and shall not permit any of its Affiliates shallSubsidiaries to), and that it shall use its reasonable best efforts to cause its Representatives not to, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (ai) solicit, initiate initiate, cause or knowingly facilitate or encourage (including by way of furnishing information) the submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Competing Proposal”); (bii) participate in any discussions or negotiations regardingnegotiations, or furnish to any other Person person any information relating to Sonoma or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of Sonoma or any of its Subsidiaries, in each case, knowingly in connection with respect toa Competing Proposal; (iii) engage in discussions with any person in an effort to or attempt to facilitate or encourage a person to make a Competing Proposal; (iv) approve or recommend, or propose publicly to approve or recommend, any Competing Proposal; (v) withdraw, change, amend, modify or qualify, or otherwise respond topropose publicly to withdraw, cooperate change, amend, modify or encouragequalify, or otherwise make any effort public statement or attempt by any other Person to make an Acquisition Proposalpublic proposal inconsistent with, the Sonoma Board Recommendation; or (cvi) enter into any letter of intent, agreement, arrangement agreement in principle, memorandum of understanding or understanding similar document or any agreement or commitment providing for any Competing Proposal, other than an Acceptable Confidentiality Agreement subject to full compliance with respect Section 4.02(c); (vii) release or permit the release of any person from, waive or permit the waiver of any right under, fail to an Acquisition Proposal. Parent shall promptly enforce any provision of, or grant any consent or make any election under, any confidentiality, “standstill” or similar agreement (and in or joinders thereto) to which Sonoma or any event within forty-eight of its Subsidiaries is a party or (48viii) hours of learning adopt a resolution of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry Sonoma Board or contact with respect agree to do any of the foregoing.

No Shop. Parent shallDuring the Interim Period, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Seller Parent and its AffiliatesSellers shall not take, in each case relating to nor shall they permit any of their respective Affiliates (including any Purchased Company or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating tothe Purchased Subsidiary), or in connection withtheir or their Affiliates’ Representatives (including attorneys and financial advisors) to take, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreementany action to encourage, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests engage in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingwith, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement letter of intent, memorandum of understanding or understanding with respect to an Acquisition Proposal. Parent shall promptly similar instrument with, or furnish any information or materials regarding any Purchased Company, the Purchased Subsidiary or the Business to, any Person (and other than Buyer or any of its Affiliates), in any event within forty-eight (48) hours of learning such case, concerning the potential acquisition of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry Purchased Equity Interests or contact with respect to any of the material assets of the Business (other than Excluded Assets), or any merger, amalgamation, business combination or similar transaction involving any Purchased Company or the Purchased Subsidiary (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, Seller Parent and Sellers have provided information relating to the Business and have afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by Seller Parent or Sellers of this Section 5.06. Notwithstanding the foregoing, Seller Parent and Sellers may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that Seller Parent and Sellers are subject to an exclusivity agreement. In the event of any sale of equity, sale of assets, merger, amalgamation, business combination or similar transaction involving Seller Parent or any Seller, the result of which would be a change of control of Seller Parent or any such Seller, Seller Parent shall ensure that the acquirer of such control in such transaction assume all of Seller Parent’s or such Seller’s (as the case may be) obligations under this Agreement without any modification thereof, other than as may be agreed by Buyer in its sole discretion.

No Shop. (a) Parent shall, and shall cause each of its controlled Affiliates to, and shall cause its and their Representatives to, to (i) immediately cease and cause to be terminated any activitiessolicitation, discussions encouragement, discussion or negotiations negotiation with any Person conducted heretofore by Parent or any of its Affiliates or Representatives with respect to an any Acquisition Proposal Transaction and (as defined belowii) with respect to any Person and its Representatives who have received access to any electronic data room granted in connection with any Acquisition Transaction, promptly terminate the access of any such Person and its Representatives to any electronic data room granted in connection with such Acquisition Transaction. (b) From the date hereof until the earlier to occur of (x) the valid termination of this Agreement pursuant to the terms and conditions set forth herein and (y) the Closing, Parent shall not, and shall cause its Affiliates (including Seller) and Representatives not to, directly or indirectly, (i) solicit, encourage, initiate, endorse, cooperate with or otherwise encourage or facilitate (including by way of furnishing non-public information or data) any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Transaction, or any inquiry, expression of interest, proposal, proposal or offer or request for information that could reasonably be expected to lead to any Acquisition Transaction, (ii) conduct any discussions, enter into any negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) other than as required pursuant to applicable Laws or in connection with seeking to obtain any Material Consents, provide any non-public financial or other confidential or proprietary information regarding the Business, the Transferred Entities, the Purchased Units or the Purchased Assets (including this Agreement and any other materials containing Purchaser’s proposed terms and any other financial information, projections or proposals regarding the Business, the Transferred Entities, the Purchased Units or the Purchased Assets) to any Person (other than the Parties and their Representatives) in connection with a proposed Acquisition Transaction, or provide access to any Person to the properties, assets, officers or employees of any of the Transferred Entities or the Business, in each case in connection with an Acquisition Transaction, (iv) approve or recommend any Acquisition Transaction (except the Transactions) or (v) enter into any letter of intent, definitive acquisition agreement, agreement in principle, merger agreement, option agreement, joint venture agreement, partnership agreement or any other similar Contract requiring any of Purchaser, Parent, or Seller to abandon or terminate its obligations hereunder or fail to consummate the Transactions. If any of Parent, Seller or any of their respective Affiliates or Representatives receives an unsolicited inquiry, proposal or offer by any Person (other than Purchaser) with respect to or relating to an Acquisition Proposal, (ii) terminate access by any Person Parent shall notify Purchaser promptly of such inquiry, proposal or offer and shall provide Purchaser with a copy of such inquiry, proposal or offer to any physical or electronic data room or other access to data of the extent in writing. Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal Seller shall be jointly and (iii) request severally responsible for any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination breach of this Section 5.16 by their respective Representatives or Affiliates. (c) Seller and Parent (on behalf of themselves and their Representatives) agree and acknowledge that the time, scope and other provisions of this Section 5.16 have been specifically negotiated by sophisticated commercial parties and specifically hereby agree and acknowledge that such time, scope and other provisions are reasonable under the circumstances and are necessary to induce Purchaser to enter into this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale . It is further agreed that other remedies cannot fully compensate Purchaser for a violation by Parent or its Affiliates of (x) a material amount Affiliates, subsidiaries or Representatives of the business terms of this Section 5.16 and that Purchaser shall be entitled to injunctive relief and specific performance in accordance with Section 11.7 to prevent any such violation or assets of the Business, including the Assets, whether threatened violation or continuing violation by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers Parent (or any Person of its Affiliates, subsidiaries or Representatives). It is the intent and understanding of each Party that if, in any Action, any term, restriction, covenant or promise herein is required found to be a Seller pursuant unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person the extent necessary to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect it enforceable to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingmaximum extent permitted by Law.

No Shop. Until the earlier of the Closing Date or termination of this Agreement pursuant to ARTICLE XII, Parent shallshall not, and shall cause the Companies and each of its Affiliates Parent's subsidiaries not to, and shall cause its their respective employees, officers, directors, affiliates, representatives and their Representatives agents (including investment bankers, attorneys, accountants and other financial advisors or consultants) not to, (ia) make, solicit, assist, initiate, or in any way facilitate or encourage any inquiries, proposals, offers or bids from any Person or group (other than Buyer) (each, a "THIRD PARTY") relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by SECTION 7.4) or of any capital stock or any other equity interest of any Company (an "ACQUISITION TRANSACTION"), (b) enter into any understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction, (c)(i) furnish any information with respect to the business, activities, operations, assets, properties or liabilities of any Company or any of its subsidiaries to any Third Party or (ii) cooperate with any Third Party with respect to any proposed or contemplated Acquisition Transaction or (d) proceed or continue with any discussions or negotiations in respect of any of the foregoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussions discussion or negotiations with any Person parties conducted heretofore with respect to an any potential Acquisition Proposal Transaction, and shall notify Buyer by facsimile (as defined belowand confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, expression of interest, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request for the destruction or return of all non-public, confidential or proprietary information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person concerning the Companies provided to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or Third Party in connection withwith any potential Acquisition Transaction. On the Closing Date, an Acquisition Proposal and (iii) request Parent shall assign to Buyer all confidentiality agreements entered into with any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or Third Party in connection withwith any potential Acquisition Transaction since January 1, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing2001.

No Shop. Parent (a) No Seller shall, and nor shall cause each any Seller permit any of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to directors, officers, Employees, representatives or in connection withagents (collectively, an Acquisition Proposal and (iiithe “Representatives”) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (ai) solicit, encourage, negotiate, initiate, recommend, or enter into, either as the proposed surviving, merged, acquiring or acquired entity, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the Purchased Assets or any material portion of the equity interests of any Seller other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of Person, any information concerning the business business, operations, properties or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation any Seller in connection with an Acquisition Transaction or otherwise(iv) otherwise cooperate in any way with, or (y) any equity interests in the Sellers (assist or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingin, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. (b) Each Seller shall notify Purchaser orally and in writing promptly (but in no event later than twenty-four (24) hours) after receipt by such Seller or any of its Representatives of any proposal or offer from any Person other than Purchaser to effect an Acquisition Transaction, or any request for non-public information relating to any Seller or for access to the properties, books or records of any Seller by any Person other than Purchaser in connection with any such offer or proposal. Each Seller shall keep Purchaser informed, on a current basis, of any material changes in the status of any such proposal, offer, indication or request. (c) Each Seller shall, and shall cause its Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons other than Purchaser conducted heretofore with respect to any Acquisition Transaction. Each Seller agrees not to release any third-party from the confidentiality and standstill provisions of any agreement relating to any Seller or the assets or business thereof.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause From the time of the Parties' execution of this Agreement until the earlier of (A) the Bankruptcy Court's entry of the Sales Process Order or (B) the 15th day following the original execution of this Agreement (without regard to be terminated subsequent amendments) (the "Non-Solicitation Period"), Seller shall not, nor shall it authorize or permit any activitiesAffiliate or subsidiary of Seller to, discussions nor shall it authorize or negotiations with permit any officer, director, manager or employee of, or any investment banker, attorney or other advisor, agent or representative of, Seller or any subsidiary (collectively, "Seller Representatives") to, solicit or otherwise proactively encourage any Person with respect to an Acquisition Proposal the submission of a Qualified Offer or negotiate the terms of a Qualified Offer; provided, however, that during the Non-Solicitation Period so long as Seller is not otherwise in breach of this Section 2.09, nothing in this Agreement shall prohibit Seller, Seller Representatives or the Board of Managers of Seller (as defined belowthe "Seller Board") from entering into confidentiality agreements with any Person or furnishing to any inquiryPerson any information relating to the Business, the Hotel/Casino, the Assets and Properties of Seller or the Liabilities of Seller with respect to any proposal or expression of interestinterest that constitutes, proposal, offer or request for information that could reasonably be expected to which may lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection witha Qualified Offer; and, an Acquisition Proposal. Until provided further, however, that if the Bankruptcy Court has not entered the Sales Process Order by the expiration of the Non-Solicitation Period, then Seller shall not execute any Qualified Offer prior to the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount Bankruptcy Court's entry of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, Sales Process Order or (y) any equity interests in 16th day after the Sellers (or any Person that is required to be expiration of the Non-Solicitation Period. In the event Seller receives a Qualified Offer during the Non-Solicitation Period, Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall as promptly as practicable (and in any event within forty-eight (48three Business Days after receipt) hours of learning advise Purchaser in writing of the relevant informationdetails of such Qualified Offer and the identity of the Person submitting the Qualified Offer (and, to the extent known by Seller, the principals who are backing such Person). At the Sales Process and Purchaser Protection Hearing, Seller shall be permitted to disclose to the Bankruptcy Court information concerning all Qualified Offers received. (ii) notify Buyer if Following the entry of the Sales Process Order until the Alternative Offer Deadline, Seller, the Seller Board and Seller Representatives shall not be subject to any Person makes any proposal, offer, inquiry or contact restrictions with respect to the solicitation or encouragement of any Person concerning the potential or actual submission of a Qualified Offer; provided, however, that by not later than the 42nd day after the entry of the foregoingSales Process Order, Seller must deliver to Purchaser by facsimile transmission or send by a nationally recognized courier service for delivery to Purchaser by the morning of the next Business Day true and complete copies of all Qualified Offers that Seller has received by such 42nd day.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until From the earlier of date hereof through the Closing or Date: (a) Other than as contemplated in this Agreement, immediately following the termination execution of this Agreement, neither Parent nor the Parties will (and will cause each of their respective employees, officers, directors, managers, stockholders, members, agents and representatives (“Representatives”) to) terminate any of and all existing activities, discussions and negotiations with third parties (other than each other) with respect to any Alternative Proposal. (b) Other than as contemplated in this Agreement including the condition for Tauriga to obtain additional financing, no Party will (and each will cause its Affiliates shallRepresentatives not to), directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or knowingly encourage the submission of proposals any offer or offers from any Person relating proposal to any sale by Parent acquire all or its Affiliates a majority of a Party’s capital stock or equity interests or all or ten percent (x10%) a material amount or more of the assets or business or assets of the Business, including the Assetsa Party, whether by sale merger, consolidation, reorganization, purchase of stock/interests, purchase of assets, sale of equitytender offer, merger, liquidation exchange offer or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) otherwise (an “Acquisition Alternative Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or . (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent A Party shall promptly (and in any event within forty-eight (48by 5:00 p.m. New York City time, on the next business day) hours of learning communicate to the other Parties in writing the identity of the relevant informationPerson making an Alternative Proposal or any related inquiries, proposals or offers, and the terms and conditions of such Alternative Proposal, inquiry, proposal or offer that it may receive. (d) notify Buyer if any Person makes any proposalA Party’s board of directors or managers (or a committee thereof) shall not approve or recommend an Alternative Proposal, offeror withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby, inquiry including the Merger (or contact with respect publicly propose to do any of the foregoing). (e) Nothing in this Section 5.9 shall permit Pilus, Parent or any other Seller to terminate this Agreement. For the avoidance of doubt, none of Pilus, Parent or any other Seller may enter into any agreement with respect to an Alternative Proposal during the term of this Agreement. (f) The Sellers shall ensure that their respective Representatives are aware of the provisions of this Section 5.9, and the Sellers acknowledge and agree that any action taken by any Representative of the Sellers that, if taken by the Sellers, would constitute a breach of this Section 5.9, will be deemed to constitute a breach of this Section 5.9 by the Sellers.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (ia) immediately cease and cause to be terminated Except during any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) period during which Fleet or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected Seller are exercising their rights pursuant to lead Section 7.8(b) hereof and except as otherwise agreed to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, the parties hereto in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreementwriting, neither Parent Fleet nor any Seller nor any of its their Affiliates shallshall authorize or permit any of their directors, officers, employees or agents, to directly or indirectlyindirectly respond to, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission any inquiries relating to, or the making of proposals any proposal which relates to, the sale or offers from disposition of all or any portion of the Purchased Assets, the Assumed Liabilities or the Business. (b) In the event of (i) a breach by Purchaser or Sovereign of any of the representations and warranties contained in Section 6.7 of this Agreement, (ii) the failure of Purchaser to obtain on or before February 28, 2000 the Purchaser Regulatory Approvals, or (iii) the failure of the First Closing to occur by March 24, 2000, the Second Closing to occur on June 16, 2000 or the Third Closing to occur on July 21, 2000 (unless such failure is solely as a result of Fleet's and Sellers' failure to satisfy the conditions precedent to Sovereign's and Purchaser's obligations pursuant to Section 12.2 and 12.4 hereof), notwithstanding anything to the contrary contained herein or in any other agreement, undertaking, instrument or other document to which any of the parties hereto is a party, Fleet and Sellers may solicit bids for and otherwise market all or any portion of the Purchased Assets, the Assumed Liabilities or the Business and negotiate and enter into agreements with respect to sale or other disposition thereof to any Person relating and shall have no obligations or liabilities to Purchaser or Sovereign with respect thereto or as a result of any such actions or such a sale or other disposition to any Person. If pursuant to the provisions of this Section 7.8(b) Fleet and Sellers enter into agreements with respect to the sale by Parent or its Affiliates other disposition of (x) a material amount all of the business Purchased Assets, the Assumed Liabilities or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller Fleet shall terminate this Agreement pursuant to the provisions of Section 5.1916.3(e) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingthis Agreement.

No Shop. Parent shallFrom and after the date hereof and continuing until the Closing or the earlier termination of this Agreement pursuant to Article VIII hereof, the Company hereby covenants and agrees that it will not, and shall cause each will not authorize or permit any officer, director, employee or agent of the Company, any of its Subsidiaries or any of their respective Affiliates to, and shall cause or authorize or permit any investment banker, attorney, accountant or other representative retained by the Company, any of its and Subsidiaries or any of their Representatives Affiliates to, directly or indirectly, without the written consent of Purchaser (i) immediately cease and cause to be terminated solicit or discuss any activitiespossible merger, discussions sale, restructuring or negotiations refinancing or other disposition (involving assets, capital stock or otherwise) of all or any material part of the Company or its Subsidiaries (a "Company Sale"), with any Person party other than Purchaser or (ii) following receipt of an unsolicited Company Sale proposal (a "Proposal"), approve, endorse or recommend such a Proposal; provided that, if and to the extent that (A) the Company's Board of Directors concludes in good faith, after consultation with respect to an Acquisition the Company's legal counsel, that such a Proposal (as defined below) is, or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to, a Superior Proposal (as hereinafter defined), (B) the Company's Board of Directors concludes in good faith, after consultation with the Company's legal counsel, that the failure to approve, endorse or recommend such a Proposal would be inconsistent with the fiduciary duties of the Company's Board of Directors under applicable law and (C) if Purchaser does not within three (3) business days after Purchaser's receipt of such notice (as provided for below) deliver in writing to the Company an Acquisition improved Proposal that the Company's Board of Directors determines in good faith, after consultation with the Company's legal counsel, to be at least as valuable to the Company's stockholders as the competing Superior Proposal, (ii) then the Company may terminate access this Agreement in accordance with Article VIII hereof and, upon such termination, may approve, endorse or recommend such Proposal, as applicable. Upon its receipt thereof, except to the extent prohibited by nondisclosure agreements in effect as of the date hereof, the Company shall promptly provide Purchaser with a copy of any Person to any physical or electronic data room or other access to data written Proposal received by it, which statement shall include the identity of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition the parties making the Proposal and (iii) request the terms thereof, and shall promptly advise Purchaser of any such Person and its representatives to promptly return material modification or destroy all confidential information concerning Parent and its Affiliates relating to, or proposed modification thereto. Nothing contained in connection with, an Acquisition Proposal. Until this Agreement shall prohibit the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent Company or its Affiliates Board of (xDirectors from taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any disclosure required by applicable law. For purposes herein "Superior Proposal" shall mean a material amount bona fide written Proposal which the Company's Board of Directors believes in good faith, after consultation with the business or assets Company's financial advisor and taking into account all factors deemed relevant by the Company's Board of the BusinessDirectors, including the Assetslikelihood that any transaction will be consummated, whether is more favorable to the Company's stockholders as compared to the transactions contemplated in this Agreement (including any alternative proposal offered by sale of assets, sale of equity, merger, liquidation or otherwise, or (yPurchaser in response thereto). Purchaser agrees that nothing herein shall prohibit the Company from taking any reasonable and necessary action in order to satisfy the conditions set forth in Sections 6.1(u) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”and 6.1(w); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent Prior to the termination of this Agreement, the Holders shall not, and shall not permit either of the Acquired Companies or their Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives or agents to, directly or indirectly, (a) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, any business combination transaction, whether by way of merger, consolidation, business combination, purchase or disposition of assets or equity interests of the Acquired Companies or otherwise, other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (b) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (c) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Acquired Companies in connection with an Acquisition Transaction, or (d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Commencing on the Execution Date, the Holders shall, and shall cause each of its Affiliates to, and shall cause its the Acquired Companies and their Representatives Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives and agents to, (i) immediately cease and cause to be terminated any activities, existing discussions or negotiations with any Person Persons (other than the Buyer Parties) conducted heretofore with respect to an any Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition ProposalTransaction, (ii) terminate except to the extent prohibited by a confidentiality obligation owed to a Person as of May 17, 2011, notify the Buyer Parties orally and in writing promptly (but in no event later than two Business Days) after receipt of any proposal or offer from any Person other than the Buyer Parties to effect an Acquisition Transaction or any request for non-public information relating to the Acquired Companies or for access to the properties, books or records of the Acquired Companies by any Person other than the Buyer Parties (such notice shall indicate the material terms of any such proposal or offer, or modification or amendment to any physical such proposal or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal offer) and (iii) to the extent not previously requested, request any such Person and its representatives to promptly the return or destroy all destruction of any confidential information concerning Parent and its Affiliates relating to, written or electronic materials provided to any Person in connection with, an with a contemplated or potential Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingTransaction.

No Shop. Parent From the date hereof until the earlier of the termination of this Agreement pursuant to Article IX hereof and the Closing, Seller, the Selling Subsidiaries and the Conveyed Entities shall, shall cause their respective Affiliates to and shall cause each of its direct their respective Representatives to cease any and all existing, discussions or negotiations (whether direct or indirect) with any Person other than Purchasers, their Affiliates and their respective Representatives with respect to, and to deal exclusively with Purchasers and their designated Affiliates regarding, any agreement, submission, offer or proposal for, or any indication of interest with respect to the following: (a) any direct or indirect acquisition or purchase of the material assets of the Business (other than the sale of Purchased Assets Inventory or Inventory of the Conveyed Entities in the ordinary course of the Business); (b) any merger, consolidation or other business combination relating to the Business; or (c) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Business, the Purchased Assets, the Conveyed Entities or Seller (each of the foregoing clauses (a) through (c), an “Acquisition Proposal”), and, without the prior consent of Purchasers, Seller, the Selling Subsidiaries and the Conveyed Entities shall, shall cause its their respective Affiliates to and shall direct their respective Representatives toto not, directly or indirectly, (i) immediately cease and cause to be terminated solicit, initiate or otherwise engage in any activitiesnegotiations, discussions or negotiations other communications with any other Person with respect relating to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical provide or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all furnish non-public confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish documentation to any other Person any information with respect to, or otherwise respond to, cooperate or encourageto Seller, any effort Selling Subsidiary or attempt by the Business in respect of any other Person to make an Acquisition Proposal; Proposal or (ciii) enter into any agreementnegotiation of, arrangement or understanding discussion or other communication regarding, a Contract with any other Person in respect to an of any Acquisition Proposal. Parent Seller and the Selling Subsidiaries shall promptly (and in no event later than two (2) Business Days of receipt) notify Purchasers in writing of any event within forty-eight (48) hours Acquisition Proposal that is received by Seller, any Selling Subsidiary, any Conveyed Entity or any of learning their respective Affiliates, which notice shall provide a summary of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any material terms of the foregoingsuch Acquisition Proposal.

No Shop. Parent (a) The Company agrees (i) that neither it nor any of its subsidiaries shall, and shall cause each of them shall direct and use their best efforts to cause their officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Affiliates subsidiaries) not to, and shall cause initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its and their Representatives stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Alternative Proposal; (iii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact parties conducted heretofore with respect to any of the foregoing; and (iii) that it will notify Parent with reasonable promptness if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company or any of its subsidiaries and disclose to Parent the material substance thereof. (b) Notwithstanding the foregoing, if the Company receives a written proposal, which the Board of Directors of the Company, in the exercise of its reasonable judgment, believes is likely to result in an Alternative Proposal, and such written proposal was not solicited by the Company and did not result from a breach of this Section 8.9 (an "Unsolicited Proposal"), the Company may directly or indirectly furnish information and access to, and may participate in discussions and negotiate with, the person or entity that has submitted such Unsolicited Proposal, but only if (i) the Board of Directors of the Company reasonably concludes that (A) all holders of Company Stock would receive Superior Consideration (as defined below) if the Alternative Proposal is accepted and consummated, and (B) the proposed acquiror has the legal ability (including, without limitation, under antitrust laws) to complete such acquisition on a timely basis, and (C) such Alternative Proposal is not subject to a financing contingency, and (ii) the Board of Directors of the Company, following consultation with and considering the advice of its independent legal counsel relating thereto, determines in its good faith judgment that failing to take such action would constitute a breach of such Board of Directors' fiduciary duties to the Company's stockholders imposed by law. For purposes of this Agreement, "Superior Consideration" means consideration consisting of cash and/or securities for all the shares of Company Stock then outstanding or for all or substantially all the assets of the Company that the Company's Board of Directors determines in its good faith judgment (having received the advice of a financial advisor of nationally recognized reputation) to be more favorable to holders of the Company Stock than the Merger.

No Shop. Parent shallFrom the execution of this Agreement until receipt of the Company Stockholder Approval, the Company shall not, shall cause its Subsidiaries not to, and shall and shall cause each of its Affiliates to, and shall Subsidiaries to use its reasonable best efforts to cause any of its and or their respective Representatives to, not to (i) immediately cease and cause solicit or take any action to be terminated solicit, knowingly facilitate or encourage the submission of any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposalinquiry, proposal or offer that constitutes an Acquisition Proposal or request for information the making of any expression of interest, inquiry proposal or offer that could would reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical enter into or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingwith, furnish any material nonpublic information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or furnish to otherwise cooperate with, any other Person any information Third Party, in each case with respect to, relating to or otherwise respond toin furtherance of an Acquisition Proposal or any expression of interest, cooperate inquiry, proposal or encourage, any effort or attempt by any other Person offer that would reasonably be expected to make lead to an Acquisition Proposal; , (iii) permit or make an Adverse Recommendation Change, (civ) enter into any agreement in principle, letter of intent, merger agreement, arrangement acquisition agreement or understanding with other commitment or agreement in respect to of any proposal or offer providing for an Acquisition Proposal. Parent Proposal (other than a confidentiality agreement as provided in Section 6.04(b)(i)) or (v) amend, modify, redeem, terminate or grant any waiver or release under the Company Rights Plan; provided that the foregoing shall not prohibit the Company or any of its Subsidiaries from amending, modifying or granting any waiver or release under any standstill, confidentiality or similar agreement of the Company or any of its Subsidiaries (but solely to the extent necessary to allow for a confidential and nonpublic Acquisition Proposal to be made to the Company or the Board of Directors) or the Company Rights Plan, in each case if the Board of Directors determines in good faith, in consultation with its financial advisors and outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors, so long as the Company promptly (and in any event within forty-eight 24 hours thereafter) notifies Parent thereof (48including the identity of such counterparty) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry such waiver or contact with respect to any of the foregoingrelease.

No Shop. Parent shallThe Company agrees that it shall not, and shall cause each take all action necessary to ensure that none of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) Subsidiaries or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent their respective Affiliates and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates Representatives shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: indirectly (a) solicit, initiate initiate, consider, knowingly encourage or encourage submission of proposals accept any proposal or offers from any Person relating to any sale by Parent offer that constitutes an Acquisition Proposal or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions discussions, conversations, negotiations or negotiations other communications regarding, or furnish to any other Person any information with respect to, or otherwise respond cooperate in any way, assist or participate in, facilitate or encourage the submission of, any proposal that constitutes, or could reasonably be expected to lead to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent The Company immediately shall promptly (cease and in require that its Representatives cease all existing discussions, conversations, negotiations and other communications with any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact Persons conducted heretofore with respect to any of the foregoing. The Company shall notify the Parent promptly, but in any event within 24 hours of receipt by the Company, its Subsidiaries or its Representatives, orally and in writing, if any such Acquisition Proposal, or any inquiry or other contact with any Person with respect thereto, is made. Any such notice to the Parent shall indicate in reasonable detail the identity of the Person making such Acquisition Proposal, inquiry or other contact and the terms and conditions of such Acquisition Proposal, inquiry or other contact, unless in any such case doing so would violate a confidentiality, non-disclosure or similar obligation by which the Company is bound. The Company shall not, and shall cause its Subsidiaries not to, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which the Company or any of its Subsidiaries is a party, without the prior written consent of the Parent. For purposes of this Agreement, “Acquisition Proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Merger): (i) any direct or indirect acquisition or purchase of all or any portion of the capital stock or other equity or ownership interest of the Company or any of its Subsidiaries or assets of the Company or any of its Subsidiaries (other than inventory to be sold in the ordinary course of business consistent with past practice), (ii) any merger, consolidation or other business combination relating to the Company or any of its Subsidiaries or (iii) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to the Company or any of its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither (A) the conversion of shares of Preferred Stock into shares of Common Stock, nor (B) the issuance of shares of Common Stock or Preferred Stock upon the valid exercise of Options or Warrant, shall (x) constitute an Acquisition Proposal, (y) give rise to any obligation of the Company or any of its Subsidiaries pursuant to this Section 5.3, or (z) constitute an action prohibited by this Section 5.3.

No Shop. Parent shall, (a) From and shall cause each of its Affiliates to, after the date hereof and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of continuing until the Closing or the earlier termination of this AgreementAgreement pursuant to Article VII hereof, neither Parent nor each Seller hereby covenants and agrees that it will not, and will not authorize or permit the Company or any officer, director, employee or agent of its Affiliates shallthe Company or any Affiliate of the Company to, or authorize or permit any investment banker, attorney, accountant or other representative retained by the Company, any Seller or any Affiliate of the Company to, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount without the written consent of the business Purchaser, solicit or assets of the Businessencourage, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect toto the Company to any person in connection with, or otherwise respond to, cooperate or encourage, engage in any effort or attempt by discussions with any other Person to make person in connection with any proposal for a merger or other business combination involving the Company or for the acquisition of an Acquisition Proposal; equity interest in the Company or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning a substantial portion of the relevant informationCompany's assets, other than as contemplated by this Agreement. Notwithstanding the foregoing, subject to any other restrictions contained in this Agreement, the Sellers shall have the right to sell or otherwise transfer Shares among themselves or to any employee of the Company, and the Company shall have the right to redeem or otherwise purchase Shares from any Seller, provided that (i) notify Buyer if such transaction, either individually or in the aggregate with all such other similar transactions, would not have any Person makes adverse effect on the Purchaser or the transactions contemplated hereby, and (ii) each individual or entity that is not a Seller and would become a shareholder of the Company as a result of such transaction agrees to be bound by the provisions of this Agreement as a Seller hereunder. Each Seller hereby covenants and agrees that it will promptly advise the Purchaser of any proposal, offer, inquiry solicitation or contact with respect request for information received by it from any person, including the identity of the person making such offer, solicitation or request and the nature and terms (if any) of any such offer, solicitation or request. Additionally, the Sellers will cause the Company to use its reasonable best efforts to immediately request in writing that all materials concerning the Company previously provided to any person in connection with any such negotiations or discussions be returned to the Company as soon as possible. (b) Upon a breach of any provisions of this Section 4.5, the Purchaser shall be entitled to injunctive relief, both pendente lite and permanently, without the requirement for the posting of bond or other security, since the remedy at law would be inadequate and insufficient. In addition, the Purchaser shall be entitled to be immediately reimbursed for all costs and expenses (including, without limitation, legal, accounting and consultant fees and expenses, and commitment fees of prospective lenders) incurred by or on behalf of the foregoingPurchaser in connection with the transactions contemplated hereunder and such damages as it can show it has sustained by reason of such breach.

No Shop. Parent (a) The Company and each Seller shall, and shall cause each of its Affiliates to, and shall cause its and their respective Representatives to, (i) immediately cease and cause to be terminated terminate any activities, discussions or negotiations with any Person conducted heretofore with respect to an any Acquisition Proposal Proposal, and use commercially reasonable efforts to obtain the return or destruction from all such Persons of all copies of Confidential Information previously provided to such Parties by the Company, the Sellers or their respective Representatives, in accordance with any applicable confidentiality agreement. Neither the Company nor any Seller shall, nor shall it authorize or knowingly permit any of its respective Representatives to, directly or indirectly, (as defined belowi) solicit, initiate, encourage or knowingly facilitate (including by way of furnishing information) the making of any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent than with Purchaser or its Affiliates of (x) a material amount of the business Representatives, enter into, continue, have or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) otherwise participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information with respect to, or otherwise respond to, cooperate or encouragein connection with, any effort or attempt by any other Person to make an Acquisition Proposal; , (iii) approve or accept any Acquisition Proposal or (civ) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact Contract with respect to any of the foregoingactions described in clauses (i) through (iii) of this Section 6.2(a). (b) The Company and each Seller shall provide, and shall cause their respective Representatives to provide, Purchaser orally and in writing as promptly as practicable (and no later than 72 hours after receipt) notice of any Acquisition Proposal, including the identity of the Person making any Acquisition Proposal and, if in writing, shall provide Purchaser with a copy of such Acquisition Proposal. The Company and each Seller agrees that it will not enter into any confidentiality agreement with any Person subsequent to the date hereof that prohibits such Person from providing such information to Purchaser. - 34 - (c) The Company and each Seller agrees not to release any Person from, or to amend or waive any provision of, any confidentiality, standstill or similar Contract to which the Company or such Seller is or becomes a party in connection with an Acquisition Proposal. (d) The Company and each Seller shall promptly notify their respective Representatives of their obligations under this Section 6.2.

No Shop. Parent shall(a) During the Interim Period, and shall cause each of its Affiliates toSeller, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer agent or request for information that could reasonably be expected advisor to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating toSeller, or in connection with, an Acquisition Proposal. Until the earlier any Affiliate of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shallSeller shall not, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary professional, advisor, other representative or representative in his or her official or personal capacity: otherwise, (a1) solicit, initiate initiate, knowingly encourage or encourage submission of proposals knowingly facilitate any proposal or offers offer from any Person third party (other than Purchaser or any Affiliate of Purchaser) relating to any sale by Parent acquisition, divestiture, business combination, or its Affiliates of (x) a material amount reorganization or similar transaction involving any portion of the business Business or assets of the Business, including the Purchased Assets, whether by sale of assets, sale of equity, merger, liquidation structured as a financing or otherwise, refinancing or otherwise (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition ProposalCompeting Transaction”); , (b2) participate in any enter into discussions or negotiations regardingregarding a Competing Transaction, or (3) furnish to any other Person any information with respect to, enter into any agreement or otherwise respond understanding with respect to, cooperate otherwise assist or encourageparticipate in, any effort or attempt by facilitate in any other Person manner any Competing Transaction (including executing any confidentiality agreement with any other third party with respect to make an Acquisition Proposal; a Competing Transaction), or (c4) waive any rights under any existing standstill or waiver agreements (any actions described in clauses (1) through (4) are “Prohibited Transactions”). (b) Notwithstanding the foregoing provisions, in the event Seller receives an unsolicited bona fide offer or proposal for a Competing Transaction prior to the Closing and Seller’s Board of Directors concludes in good faith (after consultation with its outside financial and legal advisors) that such offer or proposal constitutes or is reasonably likely to result in a Superior Proposal, then, Seller may, and may permit their subsidiaries and representatives to, take any Prohibited Transaction described in sub‐clauses (2) or (3) of clause (a) above (other than enter into any agreement); provided that (x) prior to providing any nonpublic information permitted to be provided pursuant to this sentence, arrangement Seller shall have entered into a confidentiality agreement with such third party on customary terms and which in any event is no less favorable to Seller than the confidentiality agreement entered into with Purchaser in connection with the Contemplated Transactions, and (y) concurrently with providing such information, Seller shall also furnish to Purchaser a copy of any confidential data or understanding with respect information being furnished to any third party pursuant to this Section to the extent not previously furnished to Purchaser. (c) Seller shall promptly (within 24 hours) advise Purchaser orally and in writing following receipt of (1) any offer or proposal for a Competing Transaction or indication by any Person that it is considering making an offer or proposal relating to a Competing Transaction, (2) any request for nonpublic information relating to Seller or access to the properties, books or records of Seller, other than requests in the Ordinary Course of Business and unrelated to an Acquisition Proposaloffer or proposal relating to a Competing Transaction, or (3) any inquiry or request for discussions or negotiations regarding an offer or proposal relating to a Competing Transaction. Parent Seller shall promptly (within 24 hours) provide Purchaser with a copy (if in writing) and summary of the related material terms of any such offer or proposal or request (including the identity of the Person making or considering such offer or proposal or making such request and shall keep Purchaser apprised of any material developments and discussions on a reasonably current basis (and in any event within forty-eight 24 hours). (48d) Notwithstanding anything herein to the contrary, prior to entering into an agreement in connection with any Competing Transaction, (1) Seller shall provide prior written notice to Purchaser, at least 48 hours in advance (the “Notice Period”), of learning its intention to take such action with respect to such Competing Transaction, specifying the material terms and conditions of any such Competing Transaction (including the identity of the party proposing to effect such Competing Transaction) and furnishing to Purchaser a copy of the relevant informationproposed transaction agreements with the party proposing to effect such Competing Transaction and other material documents and (2) notify Buyer if during the Notice Period, and in any Person makes event prior to taking such action, Seller shall negotiate, and shall cause its financial and legal advisors to negotiate, with Purchaser in good faith (to the extent Purchaser desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such proposal or offer for a Competing Transaction ceases to constitute a Superior Proposal. (e) At any proposaltime prior to the Closing, offerSeller may terminate this Agreement and concurrently with such termination, inquiry or contact upon payment to Purchaser of the Termination Fee and Purchaser’s Reimbursable Expenses, enter into a definitive agreement with respect to any a Superior Proposal if the Board of Directors of Seller determines in good faith, after consultation with Seller’s outside legal counsel, that in light of such Superior Proposal such action is required in order for Seller’s Board of Directors to comply with its fiduciary obligations under applicable Law, provided that Seller has otherwise strictly complied with all of their obligations in this Section 6.4. Such agreement to pay the Termination Fee and Purchaser’s Reimbursable Expenses is, in part, based on Seller recognizing Purchaser’s expenditure of time, energy, and resources in connection with this Agreement. The payment of the foregoingTermination Fee and Expense Reimbursement shall be governed by the provisions of this Agreement. Except as may be negotiated as part of a Superior Proposal, under no circumstances will a break‐up fee, expense reimbursement or other similar bid protections be provided by Seller to any potential bidder or bidders for any portion of the Business or the Purchased Assets, other than Purchaser.

No Shop. Parent shallSeller will not, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor will Seller permit any of its Affiliates shallor the Company or any of its Subsidiaries to, directly or indirectly, through (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliate, agent, intermediary purchase or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission disposition of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including Company (other than the Assets, whether by sale UK Land or any sales or other dispositions of assets, sale assets in the Ordinary Course of equity, merger, liquidation Business as permitted under this Agreement) or otherwise, or (y) any equity interests in the Sellers (Company or any Person that is required to be a Seller pursuant to Section 5.19) of its Subsidiaries other than the transactions contemplated by this Agreement (an “Acquisition ProposalTransaction”); (bii) participate facilitate, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction; (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company of any of its Subsidiaries in connection with an Acquisition Transaction; or (iv) otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into seek any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if foregoing. Seller shall and shall cause the Company and its respective Affiliates to immediately cease and cause to be terminated any existing discussions or negotiations with any Person makes any proposal, offer, inquiry or contact (other than Buyer) conducted heretofore with respect to any of the foregoing. Seller agrees not to, and to cause the Company and its respective Affiliates not to, release any third party from the confidentiality and standstill provisions of any agreement to which either (i) the Company is a party or (ii) Seller is a party and the agreement relates to the Company. Seller agrees that the rights and remedies for noncompliance with this Section 6.14 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

No Shop. (a) From the date of this Agreement until the completion of the Closing on the Closing Date, Parent agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and shall cause each of its Affiliates to, and that it shall cause its and their Representatives its Subsidiaries’ employees, agents and representatives not to (and shall not authorize any of them to, ) directly or indirectly: (i) immediately cease and cause to be terminated solicit, initiate, encourage, knowingly facilitate or induce any activities, discussions or negotiations with any Person inquiry with respect to an to, or the making, submission or announcement of, any Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposalin Section 4.16(c)), (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; , (iii) approve, endorse or recommend any Acquisition Proposal, or (civ) enter into any agreementletter of intent or similar document or any contract, arrangement agreement or understanding commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. Parent and its Subsidiaries and their respective officers, directors, employees, agents and representatives shall immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal. (b) Within one (1) business day after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal. , Parent shall promptly (provide Buyer with oral and in any event within forty-eight (48) hours of learning written notice of the relevant information) notify Buyer if any Person makes any proposalmaterial terms and conditions of such Acquisition Proposal, offerrequest or inquiry, inquiry or contact and, with respect to any Acquisition Proposed that is not Permitted Acquisition Proposal, the identity of the foregoingPerson or Group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. Upon receipt of the Acquisition Proposal, request or inquiry, Parent shall provide Buyer as promptly as practicable oral and written notice setting forth all such information as is reasonably necessary to keep Buyer informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Buyer a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (c) For purposes of this Agreement, the following terms shall have the following meanings:

No Shop. Parent shall(i) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, Muscle Maker shall not, and shall cause each of its Affiliates to, and Muscle Maker shall cause its directors, officers, employees, consultants, financial advisors, counsel, accountants and their Representatives other agents (collectively, “Representatives”) not to, directly or indirectly: (A) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal (as defined below) or Acquisition Inquiry (as defined below); (B) furnish any non-public information regarding Muscle Maker to any means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity (each a “Person”) who has made an Acquisition Proposal or an Acquisition Inquiry; (C) engage in discussions or negotiations with any Person who has made any Acquisition Proposal or Acquisition Inquiry; (D) approve, endorse or recommend any Acquisition Proposal or Acquisition Inquiry; (E) withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the Transactions; or (F) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction. (ii) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, the Board shall not (i) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal relating to Muscle Maker, (ii) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition Proposal related to Muscle Maker, or (iii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize Muscle Maker to enter into, any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or Contract or other instrument in respect of or relating to an Acquisition Proposal. (iii) Muscle Maker shall promptly, within 36 hours, advise the Aggia orally and in writing of any Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all material modifications thereto) that is made or submitted by any Person during the period beginning on the Effective Date until the Closing or the termination of this Agreement in accordance with its terms. Muscle Maker shall keep the Aggia reasonably informed on a current basis of any material developments in the status and terms of any such Acquisition Proposal or Acquisition Inquiry (including whether such Acquisition Proposal or Acquisition Inquiry has been withdrawn or rejected and any material change to the terms thereof). (iv) Muscle Maker shall immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the Effective Date with any Person with respect that relate to an any Acquisition Proposal (as defined below) or Acquisition Inquiry proposed on or prior to the Effective Date. Muscle Maker acknowledges and agrees that any inquiryactions taken by or at the direction of a Representative of Muscle Maker that, expression of interest, proposal, offer if taken by Muscle Maker would constitute a breach or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination violation of this Agreement, neither Parent nor any Section 8(f) and will be deemed to constitute a breach and violation of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (athis Section 8(f) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingMuscle Maker.

No Shop. Parent (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives will, and that it will cause each of its Subsidiaries and each of its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to the Company Securityholders) with respect to any Competing Transaction, (ii) enter into, maintain, continue or otherwise engage or participate in any discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing Transaction, (iv) enter into any Competing Transaction Agreement, or (v) resolve, propose or agree, or authorize or permit any Representative, to do any of the foregoing. The Company acknowledges and agrees that the doing of any of the foregoing by any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach by the Company of this Section 6.14(a). The Company shall, and shall cause each of its Affiliates to, Subsidiaries and shall cause its and their its Subsidiaries’ Representatives to, (i) immediately cease and cause to be terminated any activities, all existing discussions or negotiations with any Person persons conducted by the Company, any of its Subsidiaries or its or any of their Representatives with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected a Competing Transaction prior to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination execution of this Agreement. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with such person’s consideration of acquiring (whether by merger, neither Parent nor acquisition of stock or assets or otherwise) the Company or any of its Affiliates shallSubsidiaries, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers return (or any Person that is if permitted by the applicable confidentiality agreement, destroy) all information required to be a Seller pursuant returned (or, if applicable, destroyed) by such person under the terms of the applicable confidentiality agreement and, if requested by Parent, to Section 5.19) (an “Acquisition Proposal”); enforce such person’s obligation to do so. (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent The Company shall promptly (and in any event within forty-eight (48) 24 hours of learning of after the relevant informationCompany attains knowledge thereof) notify Buyer if Parent, orally and in writing, after the receipt by the Company, any Person makes of its Subsidiaries or any of their respective Representatives of any bona fide proposal, offerinquiry, inquiry offer or contact request (or any amendment thereto) with respect to a Competing Transaction, including any request for discussions or negotiations and any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries. Such notice shall include a description of such proposal, inquiry, offer or request, including the material terms and conditions (if any) of such proposed Competing Transaction, and the Company shall promptly (and in any event within 24 hours after the Company attains knowledge thereof) provide to Parent copies of any written materials received by the Company in connection with any of the foregoing; provided that the Company may redact such materials so as not to disclose the identity of the party making such proposal, inquiry, offer or request for a Competing Transaction if the disclosure thereof is prohibited by contract or Law. The Company agrees that it shall keep Parent informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, inquiry, offer or request.

No Shop. Parent shallFrom and after the date of this Agreement until the earlier to occur of the Applicable Closing or earlier termination of this Agreement pursuant to its terms, and the Seller shall cause each of its Affiliates to, not and shall cause its shareholders, directors, officers, employees, representatives, investment bankers, agents and their Representatives Affiliates not to, directly or indirectly (ia) immediately cease and cause to be terminated solicit or encourage submission of any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical person, entity, or electronic data room or group (other access to data of Parent than the Purchaser and its Affiliates, in each case relating to agents, and representatives) or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingwith, or furnish to any other Person disclose any information with respect concerning the Seller or the Seller Group to, or afford access to the properties, books or records of the Seller or the Seller Group, or otherwise respond toassist or facilitate, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement agreement or understanding with, any person, entity, or group (other than the Purchaser or its agents and representatives) in connection with any Acquisition Proposal with respect to the Seller or the Seller Group, or either of them. For purposes of this Agreement, an “Acquisition Proposal. Parent shall promptly ” means any proposal or offer relating to (and in a) any event within forty-eight (48) hours merger, amalgamation, consolidation, share exchange, sale or license of learning substantial assets relating to the Business or similar transactions involving the Seller or any member of the relevant informationSeller Group (other than sales or licenses of assets or inventory in the ordinary course of business as permitted by this Agreement) notify Buyer if or (b) sales by the Seller, the Seller Group or any Person makes shareholder of the Seller of any proposalshares (including, without limitation, by way of a tender offer or an exchange offer). The Seller and each member of the Seller Group shall immediately cease any and all existing activities, inquiry discussions or contact negotiations with any parties conducted heretofore with respect to any of the foregoing. In addition, from and after the date of this Agreement, until the earlier to occur of the Applicable Closing or termination of this Agreement if earlier pursuant to its terms, the Seller and each member of the Seller Group shall not, and will cause their respective shareholders, directors, officers, employees, representatives, investment bankers, agents and Affiliates not to, directly or indirectly, make or authorise any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any person, entity or group (other than the Purchaser).

No Shop. Parent Except as expressly permitted by Sections 5.03(c) and 5.03(d), the Company shall, and shall cause each of its Affiliates to, and shall cause its the Company Subsidiaries and their respective Representatives to, (i) beginning at 12:00 a.m. (New York City time) on November 23, 2016 (the “No-Shop Period Start Date”), immediately cease and cause to be terminated any activitiessolicitation, facilitation, encouragement, discussions or negotiations with any Person Persons that may be ongoing with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an a Company Acquisition Proposal and (iii) request that any such Person and its representatives to promptly return or destroy all confidential information concerning Parent the Company and its Affiliates relating tothe Company Subsidiaries and (ii) not, or in connection withfrom the No-Shop Period Start Date until the Effective Time or, an Acquisition Proposal. Until the earlier of the Closing or if earlier, the termination of this Agreement, neither Parent nor any of its Affiliates shallAgreement in accordance with Article VIII, directly or indirectly, through any officer(v) initiate, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate knowingly encourage or encourage facilitate (including by way of furnishing information), or take any other action designed to lead to, any inquiries or the making or submission of proposals any proposal that constitutes, or offers from would reasonably be expected to lead to, a Company Acquisition Proposal; (w) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of the Company Subsidiaries or afford access to the business, properties, assets, employees, books or records of the Company or any of the Company Subsidiaries to any Person relating that has made a Company Acquisition Proposal or to any sale by Parent Person in connection with a Company Acquisition Proposal or its Affiliates of to induce the making or submission of, or knowingly encourage or facilitate, any inquiries or any proposal that constitutes, or would reasonably be expected to lead to, a Company Acquisition Proposal; (x) a material amount of the business or assets of the Businessapprove, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseendorse, or (y) recommend any equity interests in the Sellers (or any Person proposal that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingconstitutes, or furnish is reasonably expected to any other Person any information with respect lead to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an a Company Acquisition Proposal; or (cy) enter into any agreement, arrangement Acquisition Agreement; or understanding with respect (z) authorize or commit to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to do any of the foregoing. Any violation of the foregoing restrictions by any of the Company’s Subsidiaries or by any Representatives of the Company or any of the Company Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or any of the Company Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company.

No Shop. Parent shall(a) The Selling Stockholders and the Company shall not, and shall cause each not permit any of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its the Affiliates, in each case relating to directors, officers, employees, representatives or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier agents of the Closing Selling Stockholders or the termination of this AgreementCompany (collectively, neither Parent nor any of its Affiliates shallthe “Representatives”) to, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliatepurchase or disposition of any material amount of the assets of the Company or any capital stock or other ownership interests of the Company, agentin each case, intermediary other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or representative in his initiate discussions, negotiations or her official or personal capacity: (a) solicit, initiate or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of Person, any information concerning the business business, operations, properties or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseCompany in connection with an Acquisition Transaction, or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. (b) The Selling Stockholders and the Company shall notify Purchaser orally and in writing promptly (but in no event later than 24 hours) after receipt by any of the Selling Stockholders, the Company or any of the Representatives thereof of any proposal or offer from any Person other than Purchaser to effect an Acquisition Transaction or any request for non-public information relating to the Company in connection with an Acquisition Transaction or for access to the properties, books or records of the Company by any Person other than Purchaser in connection with an Acquisition Transaction. Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of the Company, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. The Selling Stockholders and the Company shall keep Purchaser informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request. (c) The Selling Stockholders and the Company shall (and the Selling Stockholders and the Company shall cause their Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Purchaser) conducted heretofore with respect to any Acquisition Transaction. The Selling Stockholders and the Company agree not to release any third party from the confidentiality and standstill provisions of any agreement to which the Company is a party in connection with an Acquisition Transaction.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) Subject to the ability of The Learning Annex to consummate a Corporate Transaction on the terms and subject to the conditions set forth in Section 11(c) hereof, from the date of this Agreement until the earlier of (i) the termination of this Agreement in accordance with its terms or (ii) the closing of the Acquisition pursuant to the exercise of either of the Options, The Learning Annex shall not, nor shall it authorize or permit any of its respective officers, directors, employees, members, representatives, Shareholders, agents or affiliates, directly or indirectly, to (A) solicit, initiate or encourage or take any action to facilitate or encourage any inquiries or the making of any proposal that constitutes, an Acquisition Proposal or (B) participate or engage in discussions or negotiations with, or provide any information to, any person or entity concerning an Acquisition Proposal or which might reasonably be expected to result in an Acquisition Proposal. The Learning Annex shall immediately cease and cause to be terminated any activitiesand shall cause its affiliates and its or their respective officers, directors, employees, members, Shareholders, representatives or agents, to terminate all existing discussions or negotiations with any Person persons or entities conducted heretofore with respect to an Acquisition Proposal (as defined below) to, or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection withto, an Acquisition Proposal and (iii) request hereby agree to immediately disclose to GHS the existence and terms of any such Person and its representatives written or oral offer to promptly return The Learning Annex or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, any Shareholder of an Acquisition Proposal. Until the earlier , or any representative acting on its, his, her or their behalf, including copies of the Closing or the termination any relevant written materials. (ii) For purposes of this Agreement, neither Parent nor the term "ACQUISITION PROPOSAL" shall mean any of its Affiliates shallinquiry, directly proposal or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers offer from any Person person (other than GHS) relating to any sale by Parent (i) merger or its Affiliates consolidation of The Learning Annex into or with another corporation or other entity, (xii) a material amount the sale, transfer, license or other disposition of all or substantially all of the business properties or assets of The Learning Annex, (iii) the sale, transfer or other disposition of capital stock of The Learning Annex, in each case under circumstances in which the holders of the Business, including the Assets, whether by sale outstanding capital stock of assets, sale of equity, The Learning Annex immediately prior to such merger, liquidation consolidation or otherwisesale, own less than a majority (by voting power) of outstanding capital stock of The Learning Annex or the surviving or resulting corporation or acquirer, as the case may be, immediately following such merger, consolidation or sale, (iv) any investment in, or any debt or equity financing of either The Learning Annex, (yv) the Internet (as such term is defined in the License Agreement) distribution of content or services of The Learning Annex or (vi) any equity interests in other transaction the Sellers (consummation of which could reasonably be expected to impede, interfere with, prevent or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning materially delay the consummation of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry transactions contemplated hereby or contact with respect which would reasonably be expected to any dilute materially the benefits to GHS of the foregoingtransactions contemplated hereby (each a "CORPORATE TRANSACTION").

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until From the date hereof until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, neither Parent Sellers shall not, nor shall they permit any of its their Affiliates shall(including the Target Companies) to, nor shall they authorize or permit any of their respective stockholders, directors, officers, employees, representatives or agents (collectively, the "Seller Representatives"), to directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (ai) solicit, facilitate, initiate, encourage or take any action to solicit, facilitate, initiate or encourage submission encourage, any inquiries or communications or the making of proposals any proposal or offers from any Person relating offer that constitutes or may reasonably be expected to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, result in an Acquisition Proposal or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (bii) participate or engage in any discussions or negotiations regardingwith, or furnish provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term "Acquisition Proposal" shall mean any inquiry, proposal or offer from any person (other than Purchaser or any of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other Person direct or indirect business combination, involving any information Seller or any Target Company or the issuance or acquisition of shares of capital stock or other equity securities of any Target Company or any tender or exchange offer that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of any Seller or any Target Company, or the sale, lease, exchange, license (whether exclusive or not), or other disposition of any portion of any Business or any Transferred Asset or of the business or other assets of any Seller relating to any Business or of any Target Company, or any other transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the transactions contemplated hereby. Notwithstanding the above, the term "Acquisition Proposal" shall not include any inquiry, proposal or offer for any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination relating solely to any of the businesses of the Sellers other than the Businesses the consummation of which would not reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement. Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all Seller Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or otherwise respond that could reasonably be expected to lead to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent Sellers shall promptly (and in notify each Seller Representative of its obligations under this Section 4.2. Without limiting the foregoing, it is agreed that any event within forty-eight (48) hours of learning violation of the relevant information) notify Buyer if restrictions set forth above by any Affiliate of a Seller or any Seller Representative, whether or not such Person makes is purporting to act on behalf of any proposalSeller, offer, inquiry or contact with respect shall be deemed to any be a breach of the foregoingthis Section 4.2 by Sellers.

No Shop. Parent shall, (a) From and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until after the Effective Date until the earlier of the Closing Date or the termination of this Agreement, neither Parent nor any Seller shall not, and shall cause its respective affiliates, officers, directors, employees, investment bankers or agents to not, without the prior written consent of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacityPurchaser: (ai) offer for sale or lease the assets of the Hospitals, the Assets (or any material portion thereof), or any portion of the capital stock of any Seller, whether by merger, consolidation, tender offer or otherwise; (ii) solicit, initiate encourage (by way of furnishing non-public information or encourage submission otherwise), negotiate or take other action to facilitate offers to buy all or any material portion of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the BusinessHospitals, including the Assets, or any portion of the capital stock of any Seller, whether by sale of assets, sale of equity, merger, liquidation consolidation, tender offer or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (biii) participate in hold discussions with any discussions party (other than Purchaser) looking toward such an offer or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposalsolicitation; or (civ) enter into any agreement, arrangement or understanding agreement with any party (other than Purchaser) with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours the sale or other disposition of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the Hospitals, the Assets or any portion of the capital stock of any Seller, whether by merger, consolidation, tender offer or otherwise. Notwithstanding the foregoing, this Section 4.6 shall not be construed to prohibit Seller or its affiliates from engaging in corporate transactions involving Seller's or Seller's affiliates' stock or securities, including macro-level mergers, reorganizations or other transactions, so long as the terms thereof do not contemplate the sale or lease or other disposition of the Hospitals or the Assets. (b) Any reference in this Agreement to an "affiliate" shall mean any Person directly or indirectly controlling, controlled by or under common control with a second Person; provided, however, an "affiliate" shall not include the stockholders of THC, the stockholders of Vanguard Health Systems, Inc., a Delaware corporation ("Vanguard"), or any officer or director of any Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. A "Person" shall mean any natural person, partnership, corporation, limited liability company, association, trust or other legal entity.

No Shop. Parent shall(a) Prior to the Closing, neither Seller nor the Company will, and shall Seller and the Company will cause each of its their respective controlled Affiliates and Representatives not to, and shall cause its and their Representatives to, directly or indirectly: (i) immediately cease and cause solicit, initiate, seek, or knowingly encourage or facilitate, or take any action to solicit, initiate, seek, or knowingly encourage or facilitate, any inquiries, proposals or communications relating to, or the making of any submission, proposal, or offer that constitutes or would reasonably be terminated any activitiesexpected to lead to, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined belowother than from Purchaser and its Representatives); (ii) other than solely to cause such discussions or negotiations to be terminated in accordance with Section 6.14(b), enter into, participate in, or continue any discussions or negotiations relating to any Acquisition Proposal with any Person (other than Purchaser and its Representatives); (iii) furnish or provide to any Person (other than Purchaser and its Representatives) any information that Seller or the Company believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal, or offer relating to an Acquisition Proposal, or take any other action regarding any inquiry, expression of interest, proposal, or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iv) accept any Acquisition Proposal or enter into any agreement, arrangement, or understanding (whether written or oral) providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal (other than from Purchaser and its Representatives); (v) submit any Acquisition Proposal or any matter related thereto to the vote of the holders of Capital Stock or other Securities of any Purchased Company; (vi) amend or grant any waiver or release under any standstill or similar agreement with respect to any Capital Stock or other Securities of any Purchased Company; or (vii) resolve, propose, or agree to do any of the foregoing. (b) Seller and the Company will, and Seller and the Company will cause their respective controlled Affiliates and Representatives to, immediately cease and cause to be terminated all existing activities, discussions or negotiations, if any, with any Person (other than Purchaser and its Representatives) conducted prior to the Execution Date with respect to any Acquisition Proposal. Promptly following the execution of this Agreement, Seller and the Company shall deliver written notices to request the return or destruction of all confidential information to all Persons (except for Purchaser and its Representatives) with such return or destroy obligations under non-disclosure or similar agreements (except for such non-disclosure or similar agreements that do not relate to a potential Acquisition Proposal, financing of any Purchased Company or similar transaction). During the Pre-Closing Period, Seller and the Company further agree not to, and to cause each other Purchased Company not to, release any Persons described in the preceding sentence from any obligations under such non-disclosure or similar agreements without the prior written consent of Purchaser. (c) During the Pre-Closing Period, Seller and the Company shall promptly (and in any event within 24 hours after the receipt thereof) provide Purchaser with: (i) an oral and a written description of any expression of interest, inquiry, proposal, or offer relating to a possible Acquisition Proposal, or any request for information that could reasonably be expected to lead to an be used for the purposes of formulating any inquiry, proposal, or offer regarding a possible Acquisition Proposal, (ii) terminate access that is received by Seller or any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating toPurchased Company, or in connection with, an Acquisition Proposal. Until the earlier any Representatives of the Closing Seller or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers Purchased Company from any Person relating to any sale by Parent or (other than Purchaser and its Affiliates of (x) a material amount of the business or assets of the BusinessRepresentatives), including in such description the Assetsidentity of such Person from which such expression of interest, whether by sale of assetsinquiry, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to request for information was received (the “Other Interested Party”) and (ii) a copy of each material written communication and a complete summary of each other communication transmitted on behalf of the Other Interested Party or any of the foregoingOther Interested Party’s Representatives to Seller or any Purchased Company, or any Representatives of Seller or any Purchased Company or transmitted on behalf of Seller or any Purchased Company, or any Representatives of Seller or any Purchased Company to the Other Interested Party or any of the Other Interested Party’s Representatives, in each case, relating to a possible Acquisition Proposal. Thereafter, during the Pre-Closing Period, Seller and the Company shall keep Purchaser reasonably informed, on a reasonably prompt basis, of the status and terms of any such expression of interest, inquiry, proposal, offer, or request for information (including any amendments thereto) and the status of any such discussions or negotiations.

No Shop. Parent shallFrom and after the date hereof until the earlier of Closing or the termination of this Agreement (the “No Shop Period”), and Seller shall cause each of its Affiliates to, (and shall cause its Affiliates, Tioga and their Representatives the Hydrocarbon Gathering Company to, (i) immediately cease and cause to be terminated any activities, ongoing discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or the occurrence of any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shallacquisition, directly or indirectly, through from Seller, Tioga or any officerof their Affiliates in one or a series of related transactions, directorof Tioga, employeethe Hydrocarbon Gathering Company or substantially all of the Hydrocarbon Gathering Assets by purchase, Affiliatemerger, agentexchange, intermediary business combination or representative in his otherwise by, or her official on behalf of, any Person other than Buyer (collectively, a “Third Party Acquisition”) or personal capacity: (a) any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the No Shop Period, Seller shall not, and shall not authorize or permit any of its Affiliates, Tioga, the Hydrocarbon Gathering Company or any of its or their respective Representatives to directly or indirectly solicit, participate in or initiate or encourage submission of discussions (other than to respond negatively), negotiations, inquiries, proposals or offers with or from or provide any non-public information to any Person relating to or group of Persons concerning any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (Third Party Acquisition or any Person that is required inquiry, proposal or offer which may reasonably lead to be a Third Party Acquisition. During the No Shop Period, Seller pursuant to Section 5.19) shall not (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingand shall cause its Affiliates, or furnish to any other Person any information with respect Tioga and the Hydrocarbon Gathering Company not to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or understanding with respect other agreement constituting or related to an lead to, a Third Party Acquisition Proposalor any proposal for a Third Party Acquisition. Parent Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.12 shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to way restrict any of the foregoingSummit Companies or any of their respective Representatives from consummating, or engaging in discussions or negotiations with any third party with respect to, a Change of Control Transaction provided that such Change of Control Transaction would not in any way relieve Seller or Tioga of its obligations under this Agreement and the Transaction Documents.

No Shop. Parent shall5.14.1 Except in connection with the Excluded Assets, and Seller shall not, shall cause each of its Affiliates the Company and their respective Representatives not to, and shall cause its not permit the Affiliates and their Representatives toof Seller or the Company to directly or indirectly, (i) immediately cease and cause to be terminated discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired company or otherwise, any activitiestransaction involving a merger, discussions consolidation, business combination, purchase or negotiations with any Person with respect to disposition of the Assets or Units other than the transactions contemplated by this Agreement (an “Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition ProposalTransaction”), (ii) terminate access by any Person to any physical facilitate, encourage, solicit or electronic data room initiate discussions, negotiations or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of Person, any information concerning the Business, including operations or Assets of the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseCompany in connection with an Acquisition Transaction, or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or seek any of the foregoing. 5.14.2 Seller shall (cand Seller shall cause its Representatives and shall cause the Company and their Representatives to) enter into immediately cease and cause to be terminated any agreement, arrangement existing discussions or understanding negotiations with any Persons (other than Buyer) conducted heretofore with respect to an any Acquisition ProposalTransaction. Parent shall promptly Seller agrees not to (and in agrees to cause the Company not to) release any event within forty-eight (48) hours third Person from the confidentiality and standstill provisions of learning any agreement to which the Company is a party to the extent related to the Assets. 5.14.3 Notwithstanding anything to the contrary contained herein, this Section 5.14 shall not restrict Seller of the relevant information) notify Buyer if any Person makes of its Affiliates from pursuing or consummating any proposal, offer, inquiry or contact transaction with respect to any of the foregoingExcluded Assets.

No Shop. Parent shall, (a) The Seller shall not and shall cause each of not authorize or permit its Affiliates to, and shall cause its and their Representatives to, directly or indirectly, solicit, initiate, or knowingly take any action to encourage the submission of any proposal or offer by any Person other than the Buyer regarding (i) the sale or license of all or any material assets of the Seller, (ii) any sale, merger, consolidation, liquidation, dissolution, public offering, recapitalization, issuance of securities or similar transaction involving the Seller, or (iii) the issuance or transfer of any equity of the Seller (an “Acquisition Proposal”) or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.12(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Seller to, afford access to the business, properties, assets, books, or records of the Seller to, or knowingly encourage any effort by, any third party that is seeking to make an Acquisition Proposal; (ii) (A) except where the Seller Board makes a good faith determination, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Seller, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Acquisition Proposal (each, a “Seller Acquisition Agreement”). Except as expressly permitted by this Section 6.12, the Seller Board shall not effect a Seller Adverse Recommendation Change. The Seller shall cease immediately cease and cause to be terminated terminated, and shall not authorize or knowingly permit any of its Representatives to continue, any and all existing activities, discussions discussions, or negotiations negotiations, if any, with any Person third party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Seller that was furnished by or on behalf of the Seller to return or destroy (and confirm destruction of) all such information. The Seller Board, by resolutions duly adopted at a meeting of all directors of the Seller duly called and held and, not subsequently rescinded or modified in any way, has: (i) determined that this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the Seller and the Seller’s stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement be submitted to a vote of the Seller’s stockholders for approval at the Seller Stockholder Meeting; and (iv) resolved to recommend that the Seller stockholders vote in favor of approval of this Agreement in accordance with the DGCL (collectively, the “Seller Board Recommendation”). (b) Notwithstanding Section 6.12(a), prior to the receipt of the Seller Stockholder Vote, the Seller Board, directly or indirectly through any Representative, may, subject to Section 6.12(c): (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Acquisition Proposal in writing that the Seller Board believes in good faith, after consultation with its outside legal counsel and its financial advisor, constitutes or could reasonably be expected to result in a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to the Seller pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement; (iii) following receipt of and on account of a Superior Proposal, make a Seller Adverse Recommendation Change; and/or (iv) take any action that any court of competent jurisdiction orders the Seller to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Seller Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action could reasonably be expected to cause the Seller Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Seller Board from disclosing to the Seller’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act, with regard to an Acquisition Proposal Proposal, if the Seller determines, after consultation with its outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law. (as defined belowc) The Seller Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 6.12(b) unless the Seller shall have delivered to the Buyer a prior written notice advising the Buyer that it intends to take such action. The Seller shall notify the Buyer promptly (but in no event later than 48 hours) after it obtains Knowledge of the Seller of the receipt by the Seller (or any inquiryof its Representatives) of any Acquisition Proposal, expression of interest, proposal, offer or request for information any inquiry that could reasonably be expected to lead to an Acquisition Proposal, any request for non-public information relating to the Seller or for access to the business, properties, assets, books, or records of the Seller by any third party. In such notice, the Seller shall identify details of the material terms and conditions of, any such Acquisition Proposal, indication or request, other than the identity of the third party making such Acquisition Proposal, indication or request. The Seller shall keep the Buyer reasonably informed, on a prompt basis, of the status and material terms of any such Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Seller shall provide the Buyer with at least 48 hours prior notice of any meeting of the Seller Board (or such lesser notice as is provided to the members of the Seller Board) at which the Seller Board is reasonably expected to consider any Acquisition Proposal. The Seller shall promptly provide the Buyer with a list of any non-public information concerning the Seller's business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to the Buyer, copies of such information. (d) Except as expressly permitted by this Section 6.12, the Seller Board shall not effect a Seller Adverse Recommendation Change or enter into a Seller Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of the Seller Stockholder Approval, the Seller Board may effect a Seller Adverse Recommendation Change or enter into a Seller Acquisition Agreement, if: (i) the Seller promptly notifies the Buyer, in writing, at least five Business Days (the “Superior Proposal Notice Period”) before making a Seller Adverse Recommendation Change or entering into a Seller Acquisition Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall state expressly that the Seller has received an Acquisition Proposal that the Seller Board intends to declare a Superior Proposal and that the Seller Board intends to effect a Seller Adverse Recommendation Change and/or the Seller intends to enter into a Seller Acquisition Agreement; (ii) terminate access by any Person the Seller attaches to any physical or electronic data room or other access such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis) but excludes the identity of the third party making such Superior Proposal; (iii) the Seller shall, and shall cause its Representatives to, during the Superior Proposal Notice Period, negotiate with Buyer in good faith to data make such adjustments in the terms and conditions of Parent this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; and (iv) the Seller Board determines in good faith, after consulting with its outside legal counsel and its Affiliatesfinancial advisor, that such Acquisition Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by the Buyer during the Superior Proposal Notice Period in the terms and conditions of this Agreement. (e) Notwithstanding anything to the contrary in the foregoing, in each case relating response to an Intervening Event that has occurred after the date of this Agreement but prior to the receipt of the Seller Stockholder Approval, the Seller Board may effect a Seller Adverse Recommendation Change if: (i) prior to effecting the Seller Adverse Recommendation Change, the Seller promptly notifies the Buyer, in writing, at least five Business Days (the “Intervening Event Notice Period”) before taking such action of its intent to consider such action (which notice shall not, by itself, constitute a Seller Adverse Recommendation Change), and which notice shall include a reasonably detailed description of the underlying facts giving rise to, and the reasons for taking, such action; (ii) the Seller shall, and shall cause its Representatives to, during the Intervening Event Notice Period, negotiate with the Buyer in good faith to make such adjustments in the terms and conditions of this Agreement so that the underlying facts giving rise to, and the reasons for taking such action, ceases to constitute an Intervening Event, if the Buyer, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Intervening Event Notice Period, there is any material development in an Intervening Event, the Intervening Event Notice Period shall be extended, if applicable, to ensure that at least three Business Days remains in the Intervening Event Notice Period subsequent to the time the Seller notifies the Buyer of any such material development (it being understood that there may be multiple extensions)); and (iii) the Seller Board determines in good faith, after consulting with its outside legal counsel, that the failure to effect such Seller Adverse Recommendation Change, after taking into account any adjustments made by the Buyer during the Intervening Event Notice Period, would continue to constitute a breach of its fiduciary duties under applicable Law. The Seller acknowledges and hereby agrees that any Seller Adverse Recommendation Change effected (or proposed to be effected) in response to or in connection with, an with any Acquisition Proposal may be made solely and (iiiexclusively pursuant to Section 6.12(d) request only, and may not be made pursuant to this Section 6.12(e), and any such Person Seller Adverse Recommendation Change may only be made pursuant to this Section 6.12 and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination no other provisions of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent shall(a) From and after the date of this Agreement until the earliest of (x) the Closing Date, (y) the termination of this Agreement and (z) the Termination Date, the Company shall cause each of its Affiliates tonot, and shall cause its directors, officers, employees, representatives and their Representatives agents (collectively, the “Representatives”) not to, and no Equity Seller shall, (i) consummate, or enter into any agreement providing for the consummation of, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Company or any capital stock or other ownership interests of the Company other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) knowingly facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction or (iii) furnish or cause to be furnished, to any third Person, any information concerning the business, operations, properties or assets of the Company, that is to the Company or such Equity Seller’s Knowledge, in connection with an Acquisition Transaction. (b) Each Equity Seller and the Company shall notify Purchaser orally and in writing promptly (but in no event later than 48 hours) after receipt by such party or any of the Representatives thereof of any proposal or offer from any Person other than Purchaser to effect an Acquisition Transaction or, if the recipient thereof knows that such request is made in furtherance of any Acquisition Transaction, any request for non-public information relating to the Company or for access to the properties, books or records of the Company by any Person other than Purchaser. Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of the Company and the material terms of any such proposal or offer. Each Equity Seller and the Company shall keep Purchaser reasonably informed of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request. (c) The Equity Sellers and the Company shall (and the Institutional Equity Sellers and the Company shall cause their respective Representatives to) immediately cease and cause to be terminated any activities, existing discussions or negotiations with any Person with respect to an Acquisition Proposal Persons (as defined belowother than Purchaser) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact conducted heretofore with respect to any Acquisition Transaction. The Equity Sellers and the Company agree not to release any third party from the confidentiality and standstill provisions of any agreement to which the foregoingCompany is a party.

No Shop. Parent (a) During the period between the Agreement Date and the Closing Date, neither Trident nor any of its officers or directors shall, and Trident shall use its reasonable best efforts to instruct and cause each of its Affiliates employees, investment bankers, attorneys and other advisors and representatives not to, and shall cause its and their Representatives to, directly or indirectly: (i) immediately cease and cause solicit, initiate, propose or knowingly encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal; (ii) furnish or make available any non-public information regarding Trident to any Person in connection with or in response to an Acquisition Proposal; (iii) afford to any Person access to the business, properties, assets, books or records, or to any personnel of Trident with the intent to induce the making, submission or announcement of, or to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be terminated any activities, expected to lead to an Acquisition Proposal; (iv) participate or engage in discussions or negotiations with any Person with respect to an any Acquisition Proposal Proposal; (as defined belowv) approve, endorse or recommend any Acquisition Proposal; (vi) grant any waiver, amendment or release under any standstill or confidentiality agreement, or anti-takeover laws; or (vii) enter into any letter of intent or similar document or any inquiryContract contemplating or otherwise relating to any Acquisition Proposal; provided, expression however, that prior to the approval at the Stockholders’ Meeting of interestthe Charter Amendment and the issuance of Trident Common Stock to NXP as contemplated by this Agreement and the other proposals required to be approved in order to effect the Closing, proposalthis Section 7.14 shall not prohibit Trident from furnishing or making available non-public information regarding Trident to, offer entering into discussions and negotiations with, entering into non-disclosure agreements with, or request for information amending, waiving, or releasing restrictions on non-public communications with Trident contained in any standstill or similar agreement applicable to, any Person in response to a bona fide written Acquisition Proposal, not solicited in violation of this Section 7.14, that Trident’s Board of Directors determines in good faith after consultation with Union Square Advisors or another financial advisor of nationally recognized reputation constitutes, or could reasonably be expected to lead to, a Superior Offer if: (A) Trident’s Board of Directors concludes in good faith, after having consulted with outside legal counsel, that failure to take such action would be inconsistent with its fiduciary obligations to Trident’s stockholders under Applicable Laws; (B) Trident receives from such Person an executed confidentiality agreement not materially less favorable to Trident than the NDA; and (C) concurrently with furnishing or making available any such non-public information to such Person, Trident furnishes or makes available such non-public information to NXP (to the extent Trident has not previously furnished or made available such non-public information to NXP). (b) Trident shall promptly (but in any event within one (1) Business Day after receipt of any Acquisition Proposal or any inquiry regarding the making of an Acquisition Proposal) notify NXP of any Acquisition Proposal or inquiry regarding the making of an Acquisition Proposal that is made or submitted by any Person during the period prior to the Closing. Such notice shall include the identity of the Person or group of Persons making such offer, proposal or inquiry and the material terms and conditions of any proposals or offers. Trident shall keep NXP reasonably informed with respect to: (i) the status, terms and conditions of any such Acquisition Proposal or inquiry; and (ii) terminate access by the status and material terms and conditions of any Person modification or proposed modification thereto. (c) Trident agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any physical Acquisition Proposal. Trident agrees that it will take the necessary steps to promptly inform the individuals or electronic data room or other access entities referred to data in the first sentence of Parent and its Affiliates, Section 7.14(a) of the obligations undertaken in this Section 7.14. Trident also agrees that it will promptly request each case relating to or Person that has heretofore executed a confidentiality agreement in connection with, an Acquisition Proposal and (iii) request with its consideration of acquiring it or any such Person and of its representatives Subsidiaries or portions thereof to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, heretofore furnished to such Person by or in connection with, an Acquisition Proposal. Until the earlier on behalf of the Closing it or the termination of this Agreement, neither Parent nor any of its Affiliates shallSubsidiaries. Trident shall promptly notify NXP of any breach, to the Knowledge of Trident, of any existing confidentiality agreement applicable to confidential information of Trident (including the standstill provisions thereof) by the counterparty thereto, or any request by the counterparty to any such existing confidentiality agreement that Trident or Trident’s Board of Directors waive the standstill provision thereof or authorize or give permission to such counterparty to take actions that would otherwise be prohibited by the standstill provisions thereof. (d) NXP agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any offer or proposal to acquire, directly or indirectly, through any officerinterest in the Business. NXP also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring, directordirectly or indirectly, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount portion of the business Business to return or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any destroy all confidential information with respect toto the Business heretofore furnished to such Person by or on behalf of NXP or any of its Subsidiaries. NXP shall promptly notify Trident of any breach, to the Knowledge of NXP, of any existing confidentiality agreement applicable to confidential information relating to the Business (including the standstill provisions thereof) by the counterparty thereto, or otherwise respond to, cooperate or encourage, any effort or attempt request by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect counterparty to any such existing confidentiality agreement that NXP or NXP’s Board of Directors waive the foregoingstandstill provision thereof or authorize or give permission to such counterparty to take actions that would otherwise be prohibited by the standstill provisions thereof.

No Shop. Parent shallBetween the date of this Agreement and Closing, Seller and the Company shall not, and shall cause each of its their Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause not to be terminated do any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shallfollowing, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacityother than with Buyer regarding the transactions contemplated by this Agreement: (a) negotiate, authorize, recommend, propose or enter into, any transaction or Contract involving a merger, consolidation, business combination, financing, reorganization, recapitalization, purchase or disposition of (i) any material portion of the Company business or (ii) any capital stock of or other equity interest in, the Company or Company Subsidiaries (such a transaction, an “Acquisition Transaction”), (b) solicit, initiate or knowingly facilitate or encourage submission discussions, negotiations or submissions of proposals or offers from any Person relating third party in respect of an Acquisition Transaction, (c) furnish or cause to be furnished to any sale by Parent or its Affiliates of (x) a material amount of third party any information concerning the Company business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation Company Subsidiaries in connection with an Acquisition Transaction or otherwise(d) otherwise cooperate in any way with, or (y) any equity interests in the Sellers (assist or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regardingin, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate knowingly facilitate or encourage, any effort or attempt by any other Person or entity to make an Acquisition Proposal; do or (c) enter into seek any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant informationforegoing. Seller shall, and shall cause its Affiliates and their respective Representatives to, immediately cease and cause to be terminated any existing discussions or negotiations with any persons or entities (other than Buyer) notify Buyer if any Person makes any proposal, offer, inquiry or contact conducted heretofore with respect to any of the foregoing. Seller shall not release any third party from the confidentiality provisions of any agreement to which any of the Company or a Company Subsidiary is a party and that relates to any Acquisition Transaction. Seller shall not respond to any Person making such a proposal or request without the prior written consent of Buyer other than to inform such Person that Seller and the Company are subject to the terms of a no-shop provision and when such no-shop obligation expires, and nothing further. Notwithstanding the foregoing, this Section 6.9 shall not apply to any Withheld Property.

No Shop. Parent shall, (a) From and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions after the date hereof until the Effective Time or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent the Company (and the Company shall cause each Representative of the Company not to), nor any of its Affiliates shall, Principal Stockholder nor any other Company Stockholder shall directly or indirectly, through any officerencourage, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals otherwise engage in discussions or offers from negotiations with, or provide any information to, any Person relating (other than Parent, Merger Sub and their Affiliates, Representatives and assignees) concerning any proposal concerning the merger, consolidation, sale of Equity Interests in or a substantial amount of the assets of the Company. Each Principal Stockholder and the Company hereby agrees that it will promptly advise Parent and Merger Sub of any such proposal, including the identity of the Person making such proposal and the nature and terms thereof. (b) Notwithstanding anything to the contrary contained herein, neither the Company, the Board of Directors of the Company (or any committee thereof), nor any Company Stockholder nor any of their Representatives shall be prohibited, during the Twenty Day Period (as defined below) from (i) responding to any sale by Parent Person that has made an unsolicited bona fide written Takeover Proposal (which did not result from a breach of this Section 6.6) after the date hereof that has not been withdrawn (a "Potential Acquiror") for the sole purpose of clarifying such proposal and any material contingencies and the capability of consummation; or its Affiliates of (ii) furnishing information to, or entering into discussions or negotiations with any such Potential Acquiror if, and only if, in either case, (x) a material amount the Board of Directors of the business or assets Company, after consultation with its outside counsel, has, within two (2) Business Days after receiving such unsolicited Takeover Proposal, determined in good faith that the failure to cause the Company to take such action would be inconsistent with its fiduciary duties under Applicable Law and in the case of the Businessclause (ii) above, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required Company first enters into a confidentiality agreement with the Potential Acquiror on terms no less favorable to be a Seller pursuant to Section 5.19) Company than the Confidentiality Agreement (an “Acquisition Proposal”); "Acceptable Confidentiality Agreement") and provides a copy thereof to Parent. For purposes hereof, the "Twenty Day Period" shall mean that period of time commencing on the date that the Company receives an unsolicited bona fide written Takeover Proposal as provided above, and continuing until the earlier of (bA) participate twenty (20) days thereafter or (B) all of the conditions to Closing set forth in any discussions Article VII have been met or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt waived in writing by any other Person to make an Acquisition Proposal; or the Party for whose benefit such conditions exist. (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall The Company (i) will promptly (and but in any event within forty-eight three (483) hours of learning calendar days) notify Parent orally and in writing of the relevant receipt of any Takeover Proposal or any inquiry by which a Potential Acquiror expresses an interest or intention to make a Takeover Proposal, including any request for non-public information, the terms and conditions of such request, Takeover Proposal or inquiry and the identity of the Potential Acquiror making such request, Takeover Proposal or inquiry and (ii) notify Buyer if will keep Parent fully informed of the status and details (including amendments and proposed amendments) of any Person makes such request, Takeover Proposal or inquiry. (d) Upon breach of any proposalprovisions of this Section 6.6, offer, inquiry or contact with respect in addition to any of other remedy to which Parent and Merger Sub may be entitled to at law or in equity, Parent shall be entitled to injunctive relief since the foregoingremedy at law would be inadequate and insufficient.

No Shop. Parent shall(a) From the date of this Agreement until the earlier of (i) any Closing Date, or (ii) the termination of this Agreement in accordance with Article X hereof, each of the Foundation and the Seller shall not, and shall cause each of its Affiliates their respective officers, directors, employees and other agents not to, directly or indirectly, solicit, initiate, encourage or respond to any offer or proposal regarding the purchase or acquisition of all or any portion of the Purchased Assets as comprised on the date hereof, or all or substantially all of the outstanding capital stock of the Seller (whether by way of merger, consolidation, asset purchase, stock purchase or similar transaction), other than in connection with the transactions contemplated by this Agreement; provided, however, that if the Foundation or the Seller receives an Acquisition Proposal that the Seller’s or the Foundation’s board of directors reasonably believe, in good faith and shall cause following consultation with its financial advisors and counsel, is a Superior Third Party Offer, the Seller and/or the Foundation, as the case may be (including, without limitation, their Representatives torespective representatives) may respond to (including, without limitation, furnishing information (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person other than with respect to the specific terms of this Agreement or the Loan Purchase Agreements) and engaging in any discussions, negotiations or other communications) such Acquisition Proposal. In the event that the Seller and/or the Foundation (or their respective representatives) respond to an Acquisition Proposal in accordance with the foregoing, the Seller or the Foundation, as the case may be, shall (as defined belowx) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected provide written notice thereof to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating the Buyer prior to or in connection concurrently with furnishing information to, or entering into discussions or negotiations with, such Person concerning an Acquisition Proposal and (y) keep the Buyer informed generally of the status of such discussions or negotiations (including promptly informing the Buyer of any determination by the Seller or the Foundation to accept and agree to such Acquisition Proposal), in each case, without obligation to disclose the identity of such Person making the Acquisition Proposal or the details, terms or conditions thereof. (b) The Seller and/or the Foundation, as the case may be, may accept, enter into definitive agreements with respect to and consummate a Superior Third Party Offer;provided, that: (i) the Seller and/or the Foundation, as the case may be, has not breached in any material respect its obligations under this Section 6.5; (ii) the Buyer has received a copy of the Superior Third Party Offer (in substantially the form that the Seller’s and/or the Foundation’s board of directors has notified the Buyer that such board has determined to accept and agree to), including details of the price, terms and conditions of such offer, and the Buyer has failed to deliver written notice to the Seller within three (3) business days of receipt of such copy of the Superior Third Party Offer that the Buyer itself elects to enter into an agreement with the Seller that contains terms and conditions which, in the reasonable determination of the Seller’s and the Foundation’s board of directors, after consultation with its financial advisors and counsel, are, taken as a whole, substantially equal to or more favorable than the terms and conditions of the Superior Third Party Offer; and (iii) request any the Seller terminates this Agreement pursuant to Section 10.1(d). (c) The Termination Fee (as defined under, and in such Person amount as provided in, Section 1.1 hereof) shall be payable to the Buyer by the Seller (or, in the event that the Seller is unwilling or unable to make such payment, by the Foundation) within three (3) business days following termination of this Agreement pursuant to Section 10.1(d) hereof. The parties agree and its representatives intend that the Termination Fee shall be liquidated damages and not (and not deemed to promptly return or destroy all confidential information concerning Parent be) a penalty, and payment thereof shall be the sole and exclusive remedy available to the Buyer and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of event the Closing applicable Termination Fee is paid by the Seller or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller Foundation under and pursuant to this Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing6.5.

No Shop. Parent During the Interim Period, BSAQ, on the one hand, or the Company and its Subsidiaries, on the other hand, will not, nor will they direct, authorize, cause or permit the Sponsor (in the case of BSAQ) and their respective Representatives to, directly or indirectly (a) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with, any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of BSAQ, fail to include the BSAQ Board Recommendation in (or remove the BSAQ Board Recommendation from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement, the Ancillary Agreements and/or any of the Transactions, or, in the case of BSAQ, the BSAQ Board Recommendation, unless, in the case of clauses (b) and (c), the applicable party determines, in good faith, that the failure to take, or taking of, such action would be reasonably likely to be inconsistent with the BSAQ Board’s fiduciary duties under Applicable Law. From and after the date hereof, BSAQ shall, and shall cause each of instruct its Affiliates officers and directors to, and BSAQ shall instruct and cause its Representatives, the Sponsor and their respective Subsidiaries and their respective Representatives to, (i) immediately cease and cause to be terminated any activities, terminate all discussions or and negotiations with any Person Persons (other than the Company and its Representatives) with respect to an Acquisition Proposal (as defined below) Transaction. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, BSAQ and each of the Company and Merger Sub shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any inquiry, expression of interest, proposal, offer its Subsidiaries or request for information that could reasonably be expected to lead to entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition ProposalTransaction. For the purposes hereof, “Acquisition Transaction” means, (i) with respect to the Company or Merger Sub, any merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction (other than (w) the Transactions, (x) transactions set forth in the Company Disclosure Schedule, (y) transactions in the Ordinary Course of Business, and (z) other transactions that would not be restricted under Section 7.01(a)-(p) and are not undertaken within the intention of frustrating the Transactions), in each case, involving the sale, lease, exchange or other disposition of properties or assets or Equity Securities of the Company or its Subsidiaries that hold more than 15% of the Company’s total consolidated assets and (ii) terminate access by with respect to BSAQ, any Person to any physical or electronic data room or transaction (other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iiithan the Transactions) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shallinvolving, directly or indirectly, through any officermerger or consolidation with or acquisition of, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale purchase of assets, sale of equitybusinesses or equity of, merger, liquidation consolidation or otherwise, similar business combination with or (y) any equity interests in the Sellers other transaction that would constitute a Business Combination with or involving BSAQ (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”Affiliate or Subsidiary of BSAQ); (b) participate in , on the one hand, and any discussions party other than the Company, the Merger Sub or negotiations regardingthe Company Shareholders, or furnish to any on the other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoinghand.

No Shop. (a) From the date hereof, each of Parent and Seller hereby undertakes that it shall, and shall cause each of procure that its Affiliates to, and shall cause its and their Representatives to, shall: (i) immediately cease and cause to be terminated procure the termination of any activitiessolicitation, discussions encouragement, discussion or negotiations negotiation with any Person conducted prior to the date hereof by Parent, Seller or their respective Representatives with respect to an any actual or potential Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, proposal or offer or request for information that could reasonably be expected to lead to an any Acquisition Proposal, ; and (ii) terminate access by any Person with respect to any physical third parties with whom discussions or electronic data room negotiations have been terminated on, prior to or other access subsequent to data the date hereof, each of Parent and Seller shall use its Affiliatesreasonable efforts to obtain the return or the destruction of, in each case relating to or in connection withaccordance with the terms of the applicable confidentiality agreement, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating topreviously disclosed by or on behalf of Parent, Seller or in connection with, an Acquisition Proposal. Until their respective Representatives. (b) From the date hereof until the occurrence of the earlier of the Closing or the (A) termination of this AgreementAgreement pursuant to Section 7 and (B) the Closing, neither Parent nor any of Seller shall, and they shall procure that its Affiliates shallRepresentatives shall not, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: : (ai) solicit, initiate initiate, endorse, cooperate with or knowingly encourage submission or facilitate (including by way of proposals furnishing non-public information or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (ydata) any equity interests in the Sellers (inquiry, proposal or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information offer with respect to, or otherwise respond the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that could reasonably be expected to lead to any Acquisition Proposal; (ii) conduct any discussions, enter into any negotiations, or accept any submissions of proposals or offers in respect of any Acquisition Proposal; (iii) furnish to any person any non-public information or data regarding the Business, the Acquired Assets, the Shares, the Target Group or the Pre-Closing Restructuring (including this Agreement, the Pre-Closing Restructuring Agreements and any other document containing Purchaser’s proposed terms and any other financial information, projections or proposals regarding the Business, the Target Group, the Acquired Assets or the Shares), or provide access to any person to the properties, assets or employees of any member of the Business or Parent or its Affiliates in connection with or in response to, cooperate any Acquisition Proposal or encourageany inquiry, proposal or offer that could reasonably be expected to lead to any effort Acquisition Proposal; (iv) enter into any letter of intent, definitive acquisition agreement, agreement in principle, merger agreement, option agreement, joint venture agreement, partnership agreement or attempt by any other Person similar agreement requiring Parent or Seller to make abandon, terminate or breach its obligations hereunder or pursuant to any Pre-Closing Restructuring Agreement or fail to consummate the transactions contemplated hereby or thereby or otherwise relating to an Acquisition Proposal; or (v) approve or recommend any Acquisition Proposal (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (except the transactions contemplated by this Agreement and in any event within fortythe Pre-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingClosing Restructuring Agreements).

No Shop. Parent shallFrom and after the date hereof and continuing until the Closing or the earlier termination of this Agreement pursuant to Article VIII hereof, the Company hereby covenants and agrees that it will not, and shall cause each will not authorize or permit any officer, director, employee or agent of the Company, any of its Subsidiaries or any of their respective Affiliates to, and shall cause or authorize or permit any investment banker, attorney, accountant or other representative retained by the Company, any of its and Subsidiaries or any of their Representatives Affiliates to, directly or indirectly, without the written consent of Purchaser (i) immediately cease and cause to be terminated solicit or discuss any activitiespossible merger, discussions sale, restructuring or negotiations refinancing or other disposition (involving assets, capital stock or otherwise) of all or any material part of the Company or its Subsidiaries (a “Company Sale”), with any Person party other than Purchaser or (ii) following receipt of an unsolicited Company Sale proposal (a “Proposal”), approve, endorse or recommend such a Proposal; provided that, if and to the extent that (A) the Company’s Board of Directors concludes in good faith, after consultation with respect to an Acquisition the Company’s legal counsel, that such a Proposal (as defined below) is, or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to, a Superior Proposal (as hereinafter defined), (B) the Company’s Board of Directors concludes in good faith, after consultation with the Company’s legal counsel, that the failure to approve, endorse or recommend such a Proposal would be inconsistent with the fiduciary duties of the Company’s Board of Directors under applicable law and (C) if Purchaser does not within three (3) business days after Purchaser’s receipt of such notice (as provided for below) deliver in writing to the Company an Acquisition improved Proposal that the Company’s Board of Directors determines in good faith, after consultation with the Company’s legal counsel, to be at least as valuable to the Company’s stockholders as the competing Superior Proposal, (ii) then the Company may terminate access this Agreement in accordance with Article VIII hereof and, upon such termination, may approve, endorse or recommend such Proposal, as applicable. Upon its receipt thereof, except to the extent prohibited by nondisclosure agreements in effect as of the date hereof, the Company shall promptly provide Purchaser with a copy of any Person to any physical or electronic data room or other access to data written Proposal received by it, which statement shall include the identity of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition the parties making the Proposal and (iii) request the terms thereof, and shall promptly advise Purchaser of any such Person and its representatives to promptly return material modification or destroy all confidential information concerning Parent and its Affiliates relating to, or proposed modification thereto. Nothing contained in connection with, an Acquisition Proposal. Until this Agreement shall prohibit the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent Company or its Affiliates Board of (x) Directors from taking and disclosing to the Company’s stockholders a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.position with

No Shop. Parent shallOther than in connection with the sale of the Company as an entirety, and shall cause each at all times from the date hereof through the earliest of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal the consummation of a Qualifying Public Offering (as defined below) ), the Additional Closing Date and December 31, 2001, the Company shall not, and shall not authorize any of its officers or directors or any inquiryother person on its behalf to, expression solicit, encourage, negotiate or accept any offer from any party concerning: (i) the issuance or sale any equity securities of interestthe Company, proposalother than in a registered, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, public offering of equity securities in the United States; or (ii) terminate access by any Person to any physical other agreement or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until arrangement that would be inconsistent with the earlier consummation of the Closing or transactions contemplated hereby, (in the termination case of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: either clause (ai) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in ii), a "PROHIBITED TRANSACTION"), nor shall the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) Company participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond facilitate in any other manner, any Prohibited Transaction; PROVIDED, HOWEVER, that, beginning July 1, 2000, the Company may participate in discussions or negotiations regarding, furnish information with respect to, cooperate facilitate and consummate a Prohibited Transaction if and only if, prior to consummating any Prohibited Transaction, the Company shall offer the Investor the opportunity to consummate the Additional Purchase on the terms set forth in this Agreement, which offer shall be in writing and shall set forth in reasonable detail the terms of the proposed Prohibited Transaction (the "NO SHOP OFFER"). The Investor shall have 20 days to review the No Shop Offer, during which time the Company shall provide the Investor with such information concerning the Company (including, without limitation, the financial and other information of the type reviewed by the Investor prior to the date of this Agreement) that the Investor reasonably requests. Prior to the expiration of such 20-day period, the Investor may notify the Company in writing (the "ACCEPTANCE NOTICE") that either: (A) it is accepting the No Shop Offer, in which case the Company and the Investor shall, on the date set forth in the Acceptance Notice, which date shall be no less than five days and no more than 30 days from the giving of the Acceptance Notice, consummate the Additional Purchase in accordance with the terms of this Agreement, and the Company shall not consummate the Prohibited Transaction (except that the Company may consummate the Prohibited Transaction following the Additional Closing if done so in accordance with the terms hereof and of the Shareholders' Agreement and the Certificates of Designations); (B) it is rejecting the No Shop Offer, but it is electing to participate in the Prohibited Transaction, in which case the Investor shall have the right to participate in the Prohibited Transaction at the level, not to exceed one-third of the total Prohibited Transaction, set forth in the Acceptance Notice; PROVIDED, HOWEVER, that the Investor's participation in the Prohibited Transaction shall be on identical terms to the participation by the other investors in the Prohibited Transaction; or (C) it is rejecting the No Shop Offer and is electing not to participate in the Prohibited Transaction. In the event that the Investor fails to deliver an Acceptance Letter prior to the expiration of such 20-day period, the Investor shall be deemed to have rejected the No Shop Offer and to have elected not to participate in the Prohibited Transaction. On or encourageprior to the date hereof, the Company shall terminate any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposalexisting discussions regarding a possible Prohibited Transaction. Parent The Company shall promptly (and notify the Investor in writing of any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if inquiries or proposals from any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingthird party regarding a possible Prohibited Transaction.

No Shop. Parent shall(a) The Company and the Sellers shall not, and shall cause each the Founders and any of its their respective Representatives or Affiliates not to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving an Acquisition Proposal, (ii) facilitate, encourage, solicit, initiate or continue discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Proposal, or (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties, or assets of the Company or the Company Subsidiaries for the purpose of facilitating, soliciting or initiating an Acquisition Proposal. (b) The Company or any Seller, as applicable, shall notify Purchaser orally and in writing promptly (but in no event later than two (2) Business Days) after receipt by the Company, any Seller, any Founder or any of their respective Affiliates or Representatives, of any Acquisition Proposal, request for non-public information relating to the Company or the Company Subsidiaries, request for access to the properties, books or records of the Company or the Company Subsidiaries, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, by any Person (other than Purchaser and its Affiliates) other that in the ordinary course of business unrelated to an acquisition. A notification under this Section 6.9(b) shall, to the extent permitted by applicable Legal Requirements, contain the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.9 by any director or officer of the Company or any of the Company Subsidiaries or by any other Representative of the Company or the Company Subsidiaries acting at the direction of the Company, any Company Subsidiary, any Seller, any Founder or any of their respective Affiliates, shall be deemed to constitute a breach of this Section 6.9 by the Company. (c) Immediately following the execution of this Agreement, the Company and the Sellers shall (and shall cause its the Founders and their respective Affiliates and Representatives to, (i) immediately cease and cause to be terminated any activities, existing discussions or negotiations with any Person Persons (other than Purchaser) conducted before the date of this Agreement with respect to any Acquisition Proposal, terminate all physical and electronic data room access previously granted to any Persons other than Purchaser and its Affiliates and Representatives in any Acquisition Proposal and use its commercially reasonable efforts to deliver to any Persons (other than Purchaser and its Affiliates and Representatives) to whom non-public information in respect of the Company or the Company Subsidiaries was furnished in connection with an Acquisition Proposal in the two (2) years preceding the date of this Agreement), a notice requesting such Persons to return or destroy all such information in their possession. The Company and the Sellers shall not release any third party from the confidentiality and standstill provisions of any agreement relating to an Acquisition Proposal (as defined below) to which the Company or any inquirySeller is a party. (d) For the avoidance of doubt, expression any breach of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access the terms of this Section 6.9 by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required Founder shall be deemed to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt breach by any other Person to make Seller that is an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours Affiliate of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingsuch Founder.

No Shop. Parent shallBetween the date hereof and the Closing Date (or the date of any earlier termination of this Agreement), Seller shall not, and shall cause each of its Affiliates the Ranger Subsidiary Entities and Seller Parties not to, and shall cause its and solicit, encourage, or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their Representatives to, (ibusinesses to any Person or providing access to any Person) immediately cease and cause to be terminated any activitiesinquiries, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) proposals regarding, continue or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any enter into discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate enter into or encourageconsummate any agreement or understanding in connection with any proposal regarding, any effort purchase or attempt by other acquisition of all or any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning portion of the relevant information) notify Buyer if Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any Person makes direct or indirect interests therein (whether newly issued or currently outstanding), any proposalmerger, offerbusiness combination or recapitalization involving Seller or the Ranger Subsidiary Entities, inquiry the liquidation, dissolution or contact with respect reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms of any of the foregoing and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Party.

No Shop. Parent shallDuring the Interim Period, none of Silver Spike or Merger Sub, on the one hand, or the Company and shall cause each of its Affiliates toSubsidiaries, and shall cause its and on the other hand, will, nor will they authorize or permit their respective Representatives to, directly or indirectly (ia) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of Silver Spike, fail to include the Silver Spike Board Recommendation in (or remove from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement and/or any of the transactions contemplated hereby, or, in the case of Silver Spike, the Silver Spike Board Recommendation. The Company shall promptly, and in any event within twenty-four (24) hours of the date of this Agreement, terminate access of any third Person (other than the Silver Spike Parties and/or any of their Affiliates or representatives) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information immediately cease and cause to be terminated any terminated, and shall cause their and their respective Subsidiaries’ Representatives to immediately cease and cause to be terminated, all existing activities, discussions or discussions, negotiations and communications, if any, with any Person Persons with respect to any Acquisition Transaction and shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall, if the applicable confidentiality or non-disclosure agreement so allows, demand that all such Persons provide prompt written certification of the return or destruction of all such information. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Proposal (as defined below) or Transaction, each of the Silver Spike Parties and the Company shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, the Parties may respond to any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to unsolicited proposal regarding an Acquisition Proposal, (ii) terminate access Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any Person information related to any physical such Party or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shallSubsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, with respect to the Company, any merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction (other than the transactions contemplated hereby and sales of inventory in the Ordinary Course of Business) involving the sale, lease, exchange or other disposition of properties or assets or equity interests of the Company and with respect to Silver Spike, any transaction (other than the transactions contemplated hereby) involving, directly or indirectly, through any officermerger or consolidation with or acquisition of, directorpurchase of assets or equity of, employee, Affiliate, agent, intermediary consolidation or representative in his similar business combination with or her official other transaction that would constitute a Business Combination with or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers involving Silver Spike (or any Person that is required to be a Seller pursuant to Section 5.19Affiliate or Subsidiary of Silver Spike) (an “Acquisition Proposal”); (b) participate in and any discussions party other than the Company or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingCompany Members.

No Shop. Parent shall, and shall cause each of its Affiliates Subsidiaries to, and shall cause its and their Representatives to, (ia) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (iib) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to to, or in connection with, an Acquisition Proposal and (iiic) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this AgreementAgreement in accordance with its terms, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative Representative in his or her official or personal capacity: (ai) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Purchased Assets, whether by sale of assetsassets (other than the sale of Inventory in the ordinary course of business), sale of equity, merger, reorganization, recapitalization, liquidation or otherwise, or (y) any equity interests in the Sellers any Seller (or any Person that is required to be a Seller pursuant to Section 5.19this Agreement) (an “Acquisition Proposal”); (bii) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (ciii) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingforegoing and identify such Person (to the extent permitted by any confidentiality agreement in effect as of the Agreement Date); or (iv) except as otherwise required by Law, in connection with an Acquisition Proposal, provide any nonpublic financial or other confidential or proprietary information regarding the Business to any Person (other than Buyer, its Affiliates and its Representatives).

No Shop. Parent shall(a) During the term of this Agreement, the Company shall not, nor shall it authorize or permit any Company Subsidiary to, or authorize or permit any director, officer or employee of the Company or any Company Subsidiary or any investment banker, advisor, agent or representative (collectively, the “Representatives”) of the Company or any Company Subsidiary to, directly or indirectly, (i) solicit, encourage or knowingly facilitate the submission of any Takeover Proposal, (ii) participate in any discussions regarding or take any action to facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal or (iii) make or authorize any statement, recommendation or solicitation in respect of any Takeover Proposal (except as provided in Section 2.3(b)). The Company undertakes, and shall cause each of its Affiliates tothe Company Subsidiaries and each Representative of the Company or any Company Subsidiary, to immediately cease all discussions with any person conducted heretofore with respect to any proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal. Notwithstanding the foregoing, the Company may, if the Company has received a Takeover Proposal that is or is reasonably likely to lead to a Superior Proposal, and that was not solicited by or on behalf of the Company, furnish information, substantially similar in scope and timing to what has been provided to Parent and Purchaser prior to the date hereof, with respect to the Company to the Person making the Takeover Proposal and participate in discussions and negotiations with the Person making the Takeover Proposal regarding the Takeover Proposal. (b) Neither the Company nor the Company Board shall cause its and their Representatives to, (i) immediately cease and cause to be terminated (x) following the Company Board Recommendation withdraw or modify the approval or recommendation by the Company Board of this Agreement or the Offer or (y) approve or recommend any activities, discussions or negotiations with any Person with respect to an Acquisition Takeover Proposal (as defined beloweither (x) or (y) being an “Adverse Recommendation”) or (ii) approve, cause or permit the Company or any inquiryCompany Subsidiary to enter into any letter of intent, expression acquisition agreement or similar agreement (each, an “Acquisition Agreement”) relating to any Takeover Proposal. Notwithstanding the foregoing, the Company may, in response to a Superior Proposal that was not solicited by or on behalf of interestthe Company or any Company Subsidiary and did not otherwise result from a breach of Section 2.3(a): (i) make an Adverse Recommendation and (ii) terminate this Agreement pursuant to Section 4.1(b); provided, proposalhowever, unless such Superior Proposal is in the form of a formal offer filed and cleared with the AMF, that (x) such determination shall not be made until after the third Business Day following the receipt by Parent of written notice (a “Notice of Superior Proposal”) from the Company advising Parent that the Company Board is prepared to make an Adverse Recommendation or request for information accept a Superior Proposal, specifying the terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, (it being understood and agreed that any amendment to the price or any other material term of such Superior Proposal shall require a new Notice of Superior Proposal and a new three Business Day period) and (y) Parent does not make, within three Business Days after receipt of the Notice of Superior Proposal, a proposal that would, in the good faith judgment of the Company Board, cause the events, facts or circumstances forming the basis or an Adverse Recommendation to no longer form such basis or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be. (c) The Company shall promptly (and in any event no later than 24 hours following receipt or knowledge thereof) advise Parent of any Takeover Proposal or any inquiry that could reasonably be expected to lead to an Acquisition any Takeover Proposal (including any change to the terms of any such Takeover Proposal, ) and the identity of the person making any such Takeover Proposal . The Company shall (i) keep Parent fully informed of the status of any such Takeover Proposal and (ii) terminate access by promptly advise Parent of any Person amendments to any physical or electronic data room or other access to data the terms of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Takeover Proposal. Until The Company shall not take any actions whether contractually or otherwise to limit its ability to comply with its obligations hereunder and shall, as may be necessary, take any action necessary to ensure compliance including by terminating any confidentiality agreements entered into prior to the earlier of date hereof and entering into new confidentiality agreements expressly allowing the Closing or the termination Company to comply with its obligations hereunder. (d) For purposes of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.:

No Shop. Parent shall, From the date hereof and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until until the earlier of the Closing or the termination of this AgreementAgreement pursuant Article VII hereof, neither Parent nor Seller shall not, and shall cause the Company and its Subsidiaries not to, and shall direct their respective Representatives not to (collectively, the “Company Parties”), take any of the following actions with any Person other than Purchaser, its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: and their respective Representatives (ai) knowingly solicit, initiate or encourage submission of agree to any proposals or offers from any Person (other than Purchaser, its Affiliates and their respective Representatives) relating to (A) any sale by Parent merger, business combination, or its Affiliates of (x) a material amount similar transaction involving Seller, the Company or any of the business Company’s Subsidiaries, (B) the acquisition of ownership of any equity interest in Seller, the Company or assets any of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseCompany’s Subsidiaries, or (yC) the sale of all or a material portion of the assets of Seller or the Company or any equity interests of the Company’s Subsidiaries (other than, in each case, in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19ordinary course of business consistent with prior practice) (an any of the transactions described in clauses (A) through (C), a “Acquisition ProposalThird-Party Acquisition”); , or (bii) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond toknowingly cooperate with, cooperate knowingly facilitate or encourage, knowingly encourage any effort or attempt by any other Person to make an Acquisition Proposaldo or seek, a Third-Party Acquisition; provided, however, that, for the avoidance of doubt, nothing contained herein shall limit, preclude or (c) enter into restrict the right of any agreement, arrangement or understanding Company Party to take any of the actions otherwise prohibited hereunder with respect to an Acquisition Proposal. Parent shall promptly Seller or any Subsidiary of Seller (other than the Company or any Subsidiary thereof), provided that if any such actions involve Seller (as opposed to Subsidiaries of Seller other than the Company and in any event within forty-eight (48) hours of learning its Subsidiaries), such actions may not provide for or contemplate, directly or indirectly, a sale of the relevant information) notify Buyer if Company or its Subsidiaries in connection therewith; provided further, however, that nothing contained herein shall limit, preclude or otherwise restrict any Person makes action of Seller or any proposal, offer, inquiry or contact Affiliate thereof with respect to any of the foregoingmatters contemplated by Section 5.16.

No Shop. Parent shall(a) The Sellers shall not and the Sellers shall cause the Company to not, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) not permit the Subsidiaries or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its the Affiliates, in each case relating to directors, officers, employees, representatives or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier agents of the Closing Sellers, the Company or the termination of this Agreement, neither Parent nor any of its Affiliates shallthe Subsidiaries (collectively, the “Representatives”) to, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliatepurchase or disposition of any material amount of the assets of the Company or any of the Subsidiaries or any equity interest or other ownership interests of the Company or any of the Subsidiaries other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), agent(ii) facilitate, intermediary encourage, solicit or representative in his initiate discussions, negotiations or her official or personal capacity: (a) solicit, initiate or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of Person, any information concerning the business business, operations, properties or assets of the Business, including Company or the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseSubsidiaries in connection with an Acquisition Transaction, or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. (b) The Sellers shall, and Sellers shall cause the Company to, notify Buyer orally and in writing promptly (but in no event later than 24 hours) after receipt by any of the Sellers, the Company, the Subsidiaries or any of the Representatives thereof of any proposal or offer from any Person other than Buyer to effect an Acquisition Transaction or any request for non-public information relating to the Company or any of the Subsidiaries or for access to the properties, books or records of the Company or any Subsidiary by any Person other than Buyer. Such notice shall indicate the identity of the Person making the proposal or offer, or intending to make a proposal or offer or requesting non-public information or access to the books and records of the Company, the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. The Sellers shall, and Sellers shall cause the Company to, keep Buyer informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request. (c) The Sellers shall, and Sellers shall cause the Company to (and the Sellers and the Company shall cause their Representatives to, and the Company shall cause the Subsidiaries and their Representatives to), immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Transaction. The Sellers shall not, and shall cause the Company not to (and the Company agrees to cause the Subsidiaries not to), release any third party from the confidentiality and standstill provisions of any agreement to which the Company or any of the Subsidiaries is a party.

No Shop. Parent shallStockholder, Seller and the Companies will not, and shall cause each of its Affiliates towill not permit their officers, and shall cause its and their directors, Affiliates, related entities, agents or Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined belowapplicable) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission any substantive discussions or enter into any agreement or understanding regarding (i) the transfer, directly or indirectly, of proposals any Equity Interest (as applicable) of any Company or offers from any material portion of the assets of any Company, which would result in a change of control of such Company, (ii) any material investment by any Person relating to or entity in any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, Company or (yiii) any equity interests in the Sellers (joint venture or other similar transaction involving any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); Company or (b) participate in disclose any discussions or negotiations regardingnonpublic information relating to the business, or furnish afford access to the properties, books or records of any of the Companies to any other Person that may be considering engaging in any information with respect totransaction of the type described in clause (a) above. If Stockholder, Seller or otherwise respond to, cooperate the Companies become aware of any inquiry or encourage, any effort or attempt request by any Person or entity other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. than Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any such transfer or disclosure, then such party shall notify Parent within three (3) days after such inquiry, indicate the identity of the foregoingofferor and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter keep Parent informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such inquiries or contacts. None of Stockholder, Seller or any of their Affiliates shall release any third party from, or waive any provision of, any confidentiality agreement to which any of Seller, the Companies or Stockholder is a party if the agreement relates, in whole or in part, to the Companies or their business. Seller and Stockholder shall, and shall cause their Affiliates, advisors, employees and other agents of the Companies, as applicable, to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Person other than Parent or Buyer conducted prior to the date hereof with respect to any Acquisition Proposal and shall use their commercially reasonable efforts to cause any such Person (or its agents or advisors) in possession of confidential information about the Companies or any of their Affiliates that was furnished by or on behalf of the Companies or any of their Affiliates, as applicable, to return or destroy all such information.

No Shop. Parent shall(a) Seller shall not, and shall cause each not permit any of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its the Affiliates, in each case relating to directors, officers, Employees, representatives or in connection withagents of Seller (collectively, an Acquisition Proposal and (iiithe “Representatives”) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired entity, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliatepurchase or disposition of any material amount of the Purchased Assets or any equity interests of Seller other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), agent(ii) facilitate, intermediary encourage, solicit or representative in his initiate discussions, negotiations or her official or personal capacity: (a) solicit, initiate or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of Person, any information concerning the business business, operations, properties or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseSeller in connection with an Acquisition Transaction, or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. (b) Seller shall notify Purchaser and Parent orally and in writing promptly (but in no event later than 24 hours) after receipt by Seller or any Representatives thereof of any proposal or offer from any Person other than Purchaser to effect an Acquisition Transaction or any request for non-public information relating to Seller or for access to the properties, books or records of Seller by any Person other than Purchaser in connection with any such offer or proposal. Such notice shall indicate the material terms of any such proposal or offer, or modification or amendment to such proposal or offer and copies of any written proposals or offers or amendments or supplements thereto. Seller shall keep Purchaser and Parent informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request. (c) Seller shall (and shall cause its Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Purchaser) conducted heretofore with respect to any Acquisition Transaction. Seller agrees not to release any third party from the confidentiality and standstill provisions of any agreement to which the Seller is a party.

No Shop. (a) During the period from the date of this Agreement until the earliest of (i) the termination of this Agreement and (ii) the Closing Date, neither Parent nor Existing Sub shall, and shall cause each directly or indirectly, or authorize or permit any of its their respective Affiliates to, and shall cause its and their Representatives or representatives to, (i) immediately cease and cause to be terminated solicit, initiate, encourage or induce the making, submission or announcement of any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or take any inquiry, expression of interest, proposal, offer or request for information action that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access furnish any information regarding the Business, Existing Sub, the Contributed Asset or the Assumed Liabilities to any Person in connection with or in response to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve or endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract or agreement contemplating or otherwise relating to any Acquisition Transaction, provided, however, that (A) nothing contained in this Agreement shall prevent Parent's Board of Directors from disclosing to Parent's shareholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, and (B) prior to the adoption and approval of this Agreement, the Ancillary Documents and the transactions contemplated herein and therein by Parent's shareholders, Parent shall not be prohibited by this Section 7.5 from (x) providing nonpublic information regarding the Business, Existing Sub, the Contributed Assets and the Assumed Liabilities to any Person in response to an Acquisition Proposal that is submitted by such Person (and not withdrawn), or (y) entering into discussions with any Person in response to a Superior Offer that is submitted by such Person (and not withdrawn) if, in either such case: (1) neither Parent, Existing Sub nor any of their Affiliates or representatives shall have violated any of the restrictions set forth in Section 7.5(a), (2) Parent's Board of Directors believes in good faith, based upon the advice of its outside legal counsel, that such action is required in order for Parent's Board of Directors to comply with its fiduciary obligations under applicable law, and (3) prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, Parent gives Buyers written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement reasonably satisfactory to Buyers. Without limiting the generality of the foregoing, Parent acknowledges and agrees that any violation of any of the restrictions set forth in the preceding sentence by Existing Sub, any Affiliate or representative of Parent or Existing Sub, whether or not such Affiliate or representative purports to act on behalf of Parent or Existing Sub, shall be deemed to constitute a breach of this Section 7.5 by Parent. (b) Parent shall promptly advise Buyers orally and in writing of any Acquisition Proposal (including the identity of the Person making such Acquisition Proposal and the terms thereof) that is made or submitted by any Person after the date of this Agreement and prior to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither whichever is earlier. Parent nor shall keep Buyers fully informed with respect to the status of any of its Affiliates shall, directly or indirectly, through such Acquisition Proposal and any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: modification thereto. (ac) solicit, initiate or encourage submission of proposals or offers from Parent and Existing Sub shall immediately cease and cause to be terminated any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or existing discussions with any Person that is required relate to be a Seller pursuant to Section 5.19) (an “any Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. Parent shall(a) During the Interim Period, each of the Company Blocker, the Sellers and Seller Representative shall not, and shall cause each not permit any of its Affiliates Representatives to, and shall cause its and their Representatives todirectly or indirectly, (i) immediately cease and cause to be terminated discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any activities, discussions or negotiations with any Person with respect to transaction involving an Acquisition Proposal Proposal, other than the transactions contemplated by this Agreement, (as defined belowii) facilitate, encourage, solicit or any inquiryinitiate discussions, expression negotiations or submissions of interest, proposal, offer proposals or request for information that could reasonably be expected to lead to offers in respect of an Acquisition Proposal, (iiiii) terminate access by any Person furnish or cause to be furnished, to any physical or electronic data room or other access to data of Parent and its AffiliatesPerson, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating tothe business, or in connection withoperations, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreementemployees, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business properties or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation Company or otherwise, Blocker in connection with an Acquisition Proposal or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect otherwise consent to, or otherwise respond tocooperate in any way with, cooperate or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. (b) During the Interim Period, each of the Company, Blocker, the Sellers and Seller Representative shall notify Buyer orally and in writing promptly (but in no event later than twenty-four (24) hours) after receipt by such Party, or any of its Representatives of any Acquisition Proposal from any Person, other than Buyer, or any request for non-public information relating to the Company or Blocker or for access to the properties, books or records of the Company or Blocker by any Person, other than Buyer, its Affiliates or its Representatives. Any such notice of an Acquisition Proposal shall include the name of the proposed purchaser, the dollar amount, if any, of the purchase price of the Acquisition Proposal, the type of consideration, any material contingencies and any other material terms and provisions thereof. (c) Each of the Company, Blocker, the Sellers and Seller Representative shall (and shall cause their respective Representatives to), immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer, its Affiliates or its Representatives) conducted heretofore with respect to any Acquisition Proposal. During the Interim Period, the Company, Blocker, the Sellers and Seller Representative shall not release any third party from the confidentiality and standstill provisions of any agreement to which the Company or Blocker is a party.

No Shop. Parent shall(a) Seller will, will cause its Subsidiaries, and shall cause each of will direct its other Affiliates to, and shall cause its and their Representatives to, to (i) immediately cease and cause to be terminated any activitiessolicitation, discussions encouragement, discussion or negotiations negotiation with any Person conducted heretofore by Seller or any of its Affiliates or Representatives with respect to an any Acquisition Proposal Transaction and (as defined belowii) with respect to any Person and its Representatives who have received access to any electronic data room granted in connection with any Acquisition Transaction, promptly terminate the access of any such Person and its Representatives to any electronic data room granted in connection with such Acquisition Transaction. NAI-1504903777v10 (b) From the date hereof until the earlier to occur of (i) the valid termination of this Agreement pursuant to the terms and conditions set forth herein and (ii) the Closing, Seller will not, will cause its Subsidiaries not to, and will direct its other Affiliates and Representatives not to, directly or indirectly, (A) solicit, encourage, initiate, endorse, cooperate with or otherwise encourage or facilitate any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Transaction, or any inquiry, expression of interest, proposal, proposal or offer or request for information that could would reasonably be expected to lead to any Acquisition Transaction, (B) conduct any discussions, enter into any negotiations or submissions of proposals or offers in respect of an Acquisition ProposalTransaction, (iiC) terminate other than as required pursuant to applicable Laws or otherwise contemplated by this Agreement or any Ancillary Agreement, provide any confidential or proprietary information regarding the AVS Business or any of the AVS Assets (including this Agreement and any other materials containing Acquiror’s proposed terms and any other financial information, projections or proposals regarding the AVS Business or the AVS Assets) to any Person (other than the Parties and their Representatives) in connection with a proposed Acquisition Transaction, or provide access by to any Person to any physical the properties, assets, officers or electronic data room or other access to data employees of Parent and its Affiliatesthe AVS Business, in each case relating to or in connection with, with an Acquisition Proposal and Transaction, (iiiD) request approve any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, Transaction or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (cE) enter into any letter of intent, definitive acquisition agreement, arrangement agreement in principle, option agreement, joint venture agreement, partnership agreement or understanding with respect any other similar Contract requiring Seller to an Acquisition Proposalabandon or terminate its obligations hereunder or fail to consummate the transactions contemplated hereby. Parent shall promptly (and in Seller will be responsible for any event within forty-eight (48) hours breach of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry this Section 4.21 by its Representatives or contact with respect to any of the foregoingAffiliates.

No Shop. Parent From the execution of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, except as otherwise expressly permitted by this Section 5.3: (i) the Company shall, and shall cause each its Subsidiaries (and the directors and officers of it and its Affiliates Subsidiaries) to, and shall use its reasonable best efforts to cause its and their respective Representatives (other than its and their respective officers and directors) to, : (iA) immediately cease and cause to be terminated any activities, all existing discussions or negotiations by the Company (or, as applicable, such Subsidiary or such Representative) with any Person conducted heretofore with respect to an any Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, inquiry or offer or request for information that could would reasonably be expected to lead to an Acquisition Proposal, and (B) request the prompt return or destruction of all confidential information previously made available by it or on its behalf in connection with any Acquisition Proposal or any other proposal, inquiry or offer that would reasonably be or reasonably was expected to lead to an Acquisition Proposal; (ii) terminate access by the Company shall not terminate, waive, amend, release or modify in any Person respect any provision of any confidentiality agreement to which any physical or electronic data room Acquired Company is a party in connection with any Acquisition Proposal or other access proposal, inquiry or offer that would reasonably be expected to data of Parent and its Affiliates, in each case relating lead to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; and (iii) the Company shall not, and shall cause its Subsidiaries (and the respective officers and directors of it and its Subsidiaries) not to, and shall use its reasonable best efforts to cause its and their respective Table of Contents Representatives (other than its and their respective directors and officers), not to, directly (or indirectly through third parties): (cA) solicit, initiate, or knowingly encourage, or knowingly induce or facilitate, the making, submission or announcement of any inquiries or the making of any proposal or offer constituting an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal; (B) make available any non-public information regarding any of the Acquired Companies to any Person (other than Parent and Parent’s or the Company’s Representatives acting in their capacities as such) in connection with or in response to an Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal; (C) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to state that they currently are not permitted to have discussions); (D) enter into any agreementletter of intent or agreement in principle or any Contract concerning any Acquisition Proposal or any proposal, arrangement inquiry or understanding offer that would reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with respect Section 5.3(b)); or (E) reimburse or agree to reimburse the expenses of any other Person (other than the Company’s Representatives) in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

No Shop. (a) During the period from the date of this Agreement until the earliest of (i) the termination of this Agreement and (ii) the Closing Date, neither Parent nor Existing Sub shall, and shall cause each directly or indirectly, or authorize or permit any of its their respective Affiliates to, and shall cause its and their Representatives or representatives to, (i) immediately cease and cause to be terminated solicit, initiate, encourage or induce the making, submission or announcement of any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or take any inquiry, expression of interest, proposal, offer or request for information action that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by furnish any information regarding the Business, Existing Sub, the Contributed Asset or the Assumed Liabilities to any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to connection with or in connection with, response to an Acquisition Proposal and Proposal, (iii) request engage in discussions or negotiations with any such Person and its representatives with respect to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an any Acquisition Proposal. Until , (iv) approve or endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract or agreement contemplating or otherwise relating to any Acquisition Transaction, provided, however, that (A) nothing contained in this Agreement shall prevent Parent's Board of Directors from disclosing to Parent's shareholders a position with respect to a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the earlier Securities Exchange Act of 1934, as amended, and (B) prior to the Closing or the termination adoption and approval of this Agreement, neither the Ancillary Documents and the transactions contemplated herein and therein by Parent's shareholders, Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers shall not be prohibited by this Section 7.5 from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of providing nonpublic information regarding the Business, including Existing Sub, the Assets, whether Contributed Assets and the Assumed Liabilities to any Person in response to an Acquisition Proposal that is submitted by sale of assets, sale of equity, merger, liquidation or otherwisesuch Person (and not withdrawn), or (y) any equity interests in the Sellers (or entering into discussions with any Person in response to a Superior Offer that is submitted by such Person (and not withdrawn) if, in either such case: (1) neither Parent, Existing Sub nor any of their Affiliates or representatives shall have violated any of the restrictions set forth in Section 7.5(a), (2) Parent's Board of Directors believes in good faith, based upon the advice of its outside legal counsel, that such action is required in order for Parent's Board of Directors to be a Seller pursuant comply with its fiduciary obligations under applicable law, and (3) prior to Section 5.19) (an “Acquisition Proposal”); (b) participate in furnishing any discussions or negotiations regarding, or furnish to any other Person any such nonpublic information with respect to, or otherwise respond entering into discussions with, such Person, Parent gives Buyers written notice of the identity of such Person and of Parent's intention to furnish nonpublic information to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreementdiscussions with, arrangement or understanding with respect such Person, and Parent receives from such Person an executed confidentiality agreement reasonably satisfactory to an Acquisition ProposalBuyers. Parent shall promptly (and in any event within forty-eight (48) hours of learning Without limiting the generality of the relevant information) notify Buyer if foregoing, Parent acknowledges and agrees that any Person makes any proposal, offer, inquiry or contact with respect to violation of any of the foregoing.restrictions set forth in the

No Shop. Parent No Seller shall, and nor shall cause each any Seller permit any of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to representatives or in connection withagents (collectively, an Acquisition Proposal and (iiithe "Representatives") request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating RVR to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliatepurchase or disposition of any of the assets of RVR outside of the ordinary course of business, agentany capital stock or other ownership interests of Seller in RVR or issuance or subscription of any securities in RVR (an "Acquisition Transaction"), intermediary (ii) facilitate, encourage, solicit or representative in his initiate discussions, negotiations or her official or personal capacity: (a) solicit, initiate or encourage submission submissions of proposals or offers from any Person relating in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any sale by Parent or its Affiliates of (x) a material amount of Person, any information concerning the business business, operations, properties or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwiseRVR in connection with an Acquisition Transaction, or (yiv) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into seek any agreement, arrangement or understanding with respect to an Acquisition Proposalof the foregoing. Parent Each of the Sellers shall promptly (and in shall cause its Representatives to) immediately cease and cause to be terminated any event within forty-eight existing discussions or negotiations with any Persons (48other than Buyer) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact conducted heretofore with respect to any Acquisition Transaction. Each Seller agrees not to release any third party from the confidentiality and standstill provisions of any agreement to which any Seller is a party. The Sellers shall notify Buyer orally and in writing promptly (but in no event later than 24 hours) after receipt by any of them or any Representative thereof of any communication, proposal or offer from any Person other than Buyer to effect an Acquisition Transaction, or that may be reasonably expected to lead to an Acquisition Transaction, or any request for non-public information relating to any of them or for access to the properties, books or records of Seller by any Person other than Buyer. Such notice shall indicate the identity of the foregoingPerson making the communication, proposal or offer and the material terms of any such communication, proposal or offer.

No Shop. Parent (a) From the Effective Date until the earlier of (i) the Closing Date or (ii) the termination of this Agreement, Sellers shall not, without the approval of Buyer, directly or indirectly: take any action to (A) offer for sale the Healthcare Businesses (or any material portion thereof) or any ownership interest in any Person owning or owned by NHRMC or its Affiliates, (B) solicit offers to buy all or any material portion of the Healthcare Businesses or any ownership interest in any Person owning or owned by NHRMC or its Affiliates, (C) hold discussions with any third party looking toward such an offer or solicitation or looking toward a merger or consolidation of any Person owning or owned by NHRMC or its Affiliates or (D) enter into any agreement with any third party with respect to the sale, lease or other disposition of the Healthcare Businesses (or any material portion thereof) or any ownership interest in any Person owning or owned by NHRMC or its Affiliates or with respect to any merger, consolidation or similar transaction involving any Person owning or owned by NHRMC or its Affiliates (each, an “Acquisition Proposal”), other than in connection with the Transactions. (b) From the Effective Date until the earlier of (i) the Closing Date or (ii) the termination of this Agreement, Sellers and their Affiliates shall, and shall cause each of its Affiliates their respective Representatives not to, and shall cause its directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any third party relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal. (c) Sellers and their Affiliates and Representatives to, (i) must immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person third party conducted heretofore with respect to an any Acquisition Proposal (as defined below) or the Transactions. Sellers and their Affiliates shall take the necessary steps to promptly inform their respective Representatives of the obligations undertaken in this Section 4.13. Sellers shall notify Buyer promptly, but in any event within 48 hours, if any inquiries, proposals or offers are received by, any information is requested from or any inquirydiscussions or negotiations are sought to be initiated or continued with, expression any Seller, any of interest, proposal, offer their Affiliates or request for information that could reasonably be expected to lead any of their Representatives relating to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliatesindicating, in each case relating to or in connection withwith such notice, an Acquisition Proposal the name of such individual seeking such information, and (iii) request upon request, shall inform Buyer whether any such Person and its representatives to promptly return proposal has been withdrawn or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoingrejected.

No Shop. Parent shall, (a) From and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until after the Execution Date until the earlier of the Closing Date or the termination of this Agreement, neither Parent nor any the Sellers shall not, and shall cause their affiliates, officers, directors, employees, investment bankers and agents to not, without the prior written consent of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacitythe Purchasers: (ai) solicit, initiate offer for sale or encourage submission of proposals lease the Facilities or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers Acquired Assets (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”material portion thereof); (bii) participate in solicit offers to buy all or any material portion of the Facilities or the Acquired Assets; (iii) hold discussions with any Person (other than the Purchasers) looking toward such an offer or negotiations regarding, or furnish to solicitation; (iv) hold discussions with any other Person any information with respect toto a proposed merger, acquisition, consolidation or other business combination (including substitution of members or so-called “virtual merger”) having the effect of selling, leasing or otherwise respond to, cooperate disposing of any of the Facilities or encourage, any effort or attempt by any other Person to make an Acquisition ProposalAcquired Assets; or (cv) enter into any agreement, arrangement or understanding agreement with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact (other than the Purchasers) with respect to any transaction described in the foregoing clauses (i), (ii), (iii) and (iv). Notwithstanding the foregoing, this Section 6.6 shall not be construed to prohibit the Sellers or their affiliates from engaging in corporate transactions involving the Sellers’ or the Sellers’ affiliates’ membership interests, including, without limitation, membership substitution transactions, so long as the terms thereof do not contemplate the sale or lease or other disposition of the foregoingFacilities or the Acquired Assets and such actions are taken subject to the terms and conditions of this Agreement. (b) Any reference in this Agreement to an “affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with a second Person; provided, however, an “affiliate” shall not include any officer or director of any Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or the right to designate or elect at least a majority of the members of its governing body by contract or corporate membership rights or otherwise. A “Person” shall mean any natural person, partnership, corporation, limited liability company, association, trust or other legal entity.

No Shop. Parent (a) The Company agrees (i) that neither it nor any of its subsidiaries shall, and shall cause each of them shall direct and use their best efforts to cause their officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Affiliates subsidiaries) not to, and shall cause initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its and their Representatives stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Alternative Proposal; (iii) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact parties conducted heretofore with respect to any of the foregoing; and (iii) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company or any of its subsidiaries and will disclose to Parent the material substance thereof. (b) Notwithstanding the foregoing, if the Company receives a written proposal which the Board of Directors of the Company, in the exercise of its reasonable judgment, believes is likely to result in an Alternative Proposal, and such written proposal was not solicited by the Company and did not result from a breach of this Section 8.7 (an "Unsolicited Proposal"), the Company may directly or indirectly furnish information and access to, and may participate in discussions and negotiate with, the person or entity that

No Shop. Parent (a) The Company shall, and shall cause its Subsidiaries and its and each of its Affiliates to, and shall cause its and their respective Representatives to, (i) immediately cease and cause to be terminated any activities, discussions or negotiations or processes (including access to any data rooms) with any Person parties (other than Purchasers and the Purchaser Designees) that may be ongoing with respect to, or that are intended by the Company or its Representatives to or would be reasonably expected by the Company or its Representatives to lead to, an Acquisition Proposal (as defined below) or any inquirya “Competing Proposal”). The Company shall not, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and shall cause its Subsidiaries and its Affiliates, in each case relating and their respective Representatives (to or in connection with, an Acquisition Proposal and (iiithe extent within their control) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating not to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (ai) solicit, initiate initiate, propose or encourage submission of proposals or offers from take any Person relating other action that would be reasonably expected to facilitate any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Competing Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (cii) enter into any agreement, arrangement or understanding with respect to any Competing Proposal (including any letter of intent or agreement in principle); (iii) initiate or participate in any way in any negotiations or discussions regarding a Competing Proposal; or (iv) furnish or disclose to any third Person any information with respect to, or which would be reasonably expected to lead to, any Competing Proposal; provided, that the Company and its Representatives may in any event ask a Person who has submitted on an Acquisition unsolicited basis a proposal that could constitute a Competing Proposal to clarify the terms and conditions of any proposal made by such Person and to determine whether such proposal constitutes or could reasonably be expected to lead to a Superior Proposal. (b) From and after the date hereof, in the event that the Company or any of its Subsidiaries or Representatives receives any of the following, the Company shall promptly (but not more than two (2) Business Days after such receipt) notify Purchaser Representative, thereof: (i) any Competing Proposal (and provide the material terms and conditions thereof); (ii) any request for non-public information relating to the Company or any of its Subsidiaries in respect of a Competing Proposal; or (iii) any inquiry or request for discussions or negotiations regarding any Competing Proposal. Parent Without limitation of Section 8.11(a), following the date hereof, the Company shall promptly keep Purchaser Representative informed on a current basis (and in any event no later than two (2) Business Days after the occurrence of any significant changes, developments, discussions or negotiations) of the status of any Competing Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any material modification thereto), and any material developments, discussions and negotiations, including furnishing copies of any material written inquiries and correspondence. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of this Agreement that prohibits the Company from providing such information to Purchaser Representative. The Company shall not, and shall cause each of its Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of its Subsidiaries is a party and the Company shall, and shall cause its Subsidiaries, to enforce the provisions of any such agreement. Notwithstanding the foregoing, the Company may permit a proposal to be made under a standstill agreement if the Board of Directors determines in good faith, after consultation with outside counsel, that the Company’s failure to do so would be inconsistent with the fiduciary duties of the Board of Directors to the constituents of the Company under applicable Law. (c) Notwithstanding anything in Section 8.11(a) or Section 8.11(b) to the contrary, if, (i) the Company has received a written Competing Proposal from a third party Person that the Board of Directors believes in good faith to be bona fide; (ii) such Competing Proposal did not occur as a result of a breach of Section 8.11(a) or 8.11(b); (iii) the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Competing Proposal constitutes or may reasonably be expected to result in a Superior Proposal; and (iv) after consultation with its outside counsel, the Board of Directors determines in good faith that the failure to take such actions or any of the actions described in the following clauses (A) and (B) would be inconsistent with its fiduciary duties to the constituents of the Company under applicable Law, then the Company may (A) furnish information (including non-public information) with respect to the Company and its Subsidiaries to the Person making such Competing Proposal and (B) participate in discussions or negotiations with the Person making such Competing Proposal regarding such Competing Proposal; provided that the Company (x) gives Purchaser Representative written notice of the identity of such third party Person and of the Company’s intention to furnish information to, or enter into discussions with, such Person at least two (2) Business Days prior to furnishing any such information to, or entering into discussions with, such Person; (y) will not, and will not allow its Subsidiaries or Representatives to disclose any non-public information to such Person without first entering or having entered into a confidentiality agreement that contains confidentiality provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement; and (z) contemporaneously with making available any such information with such Person provides to Purchaser Representative any information concerning the Company or its Subsidiaries provided to such other Person which was not previously provided to or made available to Purchasers and the Purchaser Designees. Without limiting the foregoing, the Company shall promptly (within fortytwo (2) Business Days) notify Purchaser Representative if it determines to provide non-eight public information or to engage in discussions or negotiations concerning a Competing Proposal pursuant to this Section 8.11(c). (48d) hours Notwithstanding anything in Section 8.11(a) or 8.11(b) to the contrary, if the Company receives a Competing Proposal which the Board of learning Directors concludes in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Purchasers and the Purchaser Designees, including pursuant to clause (ii) below, the Board of Directors may, if it determines in good faith, after consultation with outside counsel, that the failure to take such actions would be inconsistent with the fiduciary duties of the Board of Directors to the constituents of the Company under applicable Law, terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Board of Directors may not terminate this Agreement pursuant to the foregoing (it being agreed that any such purported termination shall be null and void and of no effect) unless (1) such Superior Proposal did not result from a breach by the Company of this Section 8.11; and (2): (i) the Company shall have provided prior written notice to Purchaser Representative, of its intention to take any action contemplated in Section 8.11(c) with respect to a Superior Proposal at least three (3) Business Days in advance of taking such action (the “Notice Period”), which notice shall set forth the material terms and conditions of any such Superior Proposal (including the identity of the Person making such Superior Proposal), and shall have contemporaneously provided a copy of the relevant informationproposed transaction agreements with the Person making such Superior Proposal (and the ultimate beneficial owner thereof) notify Buyer if any Person makes any proposaland other material documents, offer, inquiry or contact including the then-current form of each definitive agreement with respect to such Superior Proposal (each, an “Alternative Acquisition Agreement”); and (ii) prior to terminating this Agreement to enter into a proposed definitive agreement with respect to such Superior Proposal, the Company shall provide Purchasers and the Purchaser Designees the opportunity to submit an amended written proposal or to make a new written proposal to the Board of Directors during the Notice Period and shall itself and shall cause its Representatives to, during the Notice Period, negotiate in good faith with Purchasers and the Purchaser Designees to make such adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal. In the event of any subsequent material revisions to such Superior Proposal, the Company shall deliver a new written notice to Purchaser Representative and comply with the requirements of this Section 8.11(d), and a new Notice Period shall commence. (e) Any breach of the provisions of this Section 8.11 by any of the foregoingCompany’s Subsidiaries or the Representatives of the Company or its Subsidiaries shall be deemed to be a breach by the Company.

No Shop. Parent shall, and shall cause each of its Affiliates to, and shall cause its and their Representatives to, (ia) immediately cease and cause to be terminated any activities, discussions or negotiations with any Person with respect to an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to an Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliates, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until From the date hereof until the earlier of the Closing Date or the termination of this AgreementAgreement in accordance with its terms, neither Parent nor the Company shall not, and the Company shall not permit any of its Affiliates shallAffiliates, directors, officers or employees to, and the Company shall use commercially reasonable efforts to cause its other representatives or agents (together with directors, officers, and employees, the “Representatives”) not to, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any officertransaction involving a merger, directorconsolidation, employeebusiness combination, Affiliaterecapitalization, agent, intermediary purchase or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission disposition of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (Company or any Person that is required to be a Seller pursuant to Section 5.19material amount of the Capital Stock or other ownership interests of the Company (other than in connection with the Investment, the Anchor Investment Agreement, Other Private Placements, the TARP Exchange, the Exchange Offers, the Rights Offering or any other transaction contemplated hereby) (an “Acquisition ProposalTransaction”); , (bii) participate facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, or otherwise respond to, cooperate facilitate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly (and in any event within forty-eight (48) hours of learning of the relevant information) notify Buyer if any Person makes any proposal, offer, inquiry or contact with respect to seek any of the foregoing. The Company shall notify CapGen orally and in writing promptly (but in no event later than one (1) Business Day) after receipt by the Company or any of the Representatives thereof of any proposal or offer from any Person other than CapGen or the Investors to effect an Acquisition Transaction or any request for non-public information relating to the Company or for access to the properties, books or records of the Company by any Person other than the CapGen or the Investors in connection with an Acquisition Transaction.

No Shop. Parent (a) From the date of this Agreement until the earlier of the termination of this Agreement and the Closing, each of the Sellers and RHC shall, and shall cause each of its Affiliates to, their respective Subsidiaries and shall cause its Representatives to cease any and their Representatives to, (i) immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any Person other than the Buyer and its Affiliates and Representatives with respect to, and to deal exclusively with the Buyer and its designated Affiliates and Representatives regarding, any Acquisition Proposal and, without the prior consent of the Buyer, the Sellers and RHC shall not, and shall cause each of their respective Subsidiaries and Representatives not to (i) solicit, initiate or otherwise engage in any negotiations, discussions or other communications with any other Person relating to any Acquisition Proposal; (ii) provide or furnish information or documentation to any other Person with respect to the Acquired Companies or any of their respective businesses or assets in respect of any Acquisition Proposal, except as required to operate in the ordinary course of business; or (iii) enter into any negotiation of a Contract with any other Person in respect of any Acquisition Proposal. (b) If, after the date of this Agreement, any Seller or RHC or any Affiliate thereof receives an Acquisition Proposal (as defined below) or any inquiry, expression of interest, proposal, offer or request for nonpublic information or any inquiry that could would reasonably be expected to lead to an any Acquisition Proposal, (ii) terminate access by any Person to any physical or electronic data room or other access to data of Parent and its Affiliatesthen, in each case relating to or in connection with, an Acquisition Proposal and (iii) request any such Person and its representatives to as promptly return or destroy all confidential information concerning Parent and its Affiliates relating to, or in connection with, an Acquisition Proposal. Until the earlier of the Closing or the termination of this Agreement, neither Parent nor any of its Affiliates shall, directly or indirectly, through any officer, director, employee, Affiliate, agent, intermediary or representative in his or her official or personal capacity: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any sale by Parent or its Affiliates of (x) a material amount of the business or assets of the Business, including the Assets, whether by sale of assets, sale of equity, merger, liquidation or otherwise, or (y) any equity interests in the Sellers (or any Person that is required to be a Seller pursuant to Section 5.19) (an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal. Parent shall promptly as practicable (and in any event within forty-eight (48) hours hours) after receipt of learning of the relevant such Acquisition Proposal, request for nonpublic information) notify Buyer if any Person makes any proposal, offer, or inquiry or contact with respect that would reasonably be expected to lead to any of Acquisition Proposal, RHC shall (i) provide the foregoingBuyer with notice that it has received an Acquisition Proposal or request for nonpublic information and (ii) respond to the proposing party that it is unable to consider the Acquisition Proposal or respond to the request for nonpublic information.