Common use of No Solicitation or Negotiation Clause in Contracts

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

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

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

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

No Solicitation or Negotiation. Each (i) The Stockholder shall not, nor shall it authorize or permit any of his, her or its Representatives to, directly or indirectly, except in connection with any action of the Transferor Parties agrees that between Company or any of its Representatives expressly permitted by Section 6.2 of the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Merger Agreement, none (A) initiate, solicit, knowingly encourage, induce or assist any inquiries or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the Transferor Parties nor provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Acquisition Sub, or any of their respective Affiliates, officersdesignees or Representatives) that could reasonably be expected to initiate, managers, members, representatives or agents will (i) solicit, initiateencourage, considerinduce or assist the making, encourage submission or accept commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion than a confidentiality agreement contemplated by Section 6.2 of the Transferor Interests or any Transferred Assets Merger Agreement) or (BD) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, knowingly facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement make an Acquisition Proposal. (ii) The Stockholder shall, and the earlier of (a) the Closing and (b) the termination of this Agreementshall cause its Representatives to, each of the Transferor Parties immediately shall cease and cause to be terminated any and all existing discussions, conversations, discussions or negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerthat constitutes, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice reasonably expected to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not lead to, without any Acquisition Proposal and request the prior written consent prompt return or destruction of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyall confidential information previously furnished.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that except as expressly permitted by this Section 6.2, neither it nor any of its Subsidiaries, nor any of its or their respective directors, officers or employees, shall, and that it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ investment bankers, attorneys, accountants and other advisors and representatives not to (such investment bankers, attorneys, accountants and other advisors and representatives, collectively, “Representatives”), directly or indirectly: (i) initiate, solicit or encourage any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any Person relating to, or that could reasonably be expected to lead to, any Acquisition Proposal; (iii) facilitate knowingly any effort or attempt to make an Acquisition Proposal; (iv) grant any waiver, amendment or release under any standstill agreement, or otherwise fail to enforce any standstill agreement (other than in each case, the right to waive or fail to enforce any prohibition on requests for amendments to any standstill agreement (or other similar “don’t ask, don’t waive” provisions) with any Person who, or any of whose Affiliates, did not submit an Acquisition Proposal between April 1, 2014 and the date of this Agreement and Agreement); provided, however, that the earlier Company shall not be prohibited from taking (or, in the case of (aenforcement, shall not be required to take) any such action if the Closing and (b) the termination board of this Agreement, none directors of the Transferor Parties nor any Company shall have determined in good faith, after consultation with outside legal counsel, that failing to take such action (or in the case of their respective Affiliatesenforcement, officers, managers, members, representatives taking such action) would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; (v) execute or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerletter of intent, consolidationagreement in principle, business combinationterm sheet, recapitalizationmemorandum of understanding, reorganization merger agreement, acquisition agreement or other extraordinary business transaction involving or otherwise similar agreement relating to the Business an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”); or (vi) resolve or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek agree to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

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

No Solicitation or Negotiation. Each At all times during the Pre-Closing Period, the Company and its Subsidiaries shall not, and shall use their reasonable best efforts to cause their respective directors, officers or other employees, controlled affiliates, and any investment banker, attorney or other advisor or representative (collectively, "Representatives") retained by any of them not to (and in any event neither the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties Company nor any of their respective Affiliatesits Subsidiaries shall direct, officersauthorize or permit any of such persons to), managers, members, representatives directly or agents will indirectly: (i) solicit, solicit or initiate, consider, or knowingly encourage or accept any other proposals induce, the making, submission or offers from announcement of, an Acquisition Proposal; (ii) furnish to any Person (A) relating to any acquisition or purchase of all other than Buyer, Offering Subsidiary, or any portion designees of the Transferor Interests Buyer or Offering Subsidiary) any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise non-public information relating to the Business Company or (ii) participate in any discussions, conversations, negotiations and other communications regardingof its Subsidiaries, or furnish afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other Person any information with respect tothan Buyer, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerOffering Subsidiary, or any inquiry designees of Buyer or Offering Subsidiary), or take any other contact action, in any such case with the intent to assist or facilitate any inquiries or the making of any proposal that constitutes or could lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect theretoto an Acquisition Proposal; (iv) adopt, is made and shallapprove, endorse or recommend an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, agreement in any such notice to Parentprinciple, indicate in reasonable detail the identity of the Person making such proposalmerger, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry acquisition or other contact. Between the date of this Agreement and the earlier of contract or agreement contemplating or otherwise relating to an Acquisition Proposal; or (avi) the Closing and (b) the termination of this Agreementterminate, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, amend or waive any provision of, rights under any confidentiality "standstill" or standstill other similar agreement to which such Transferor Party is a partybetween the Company or any of its Subsidiaries and any Person (other than Buyer).

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

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

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova II Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova II shall, and shall cause the date of this Agreement Nova II Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova II Subsidiaries’ other Representatives (to the extent acting on behalf of Nova II) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova II Acquisition Proposal. Except with respect to a Nova II Go Shop Bidder, from and after the Go Shop Period End Time, Nova II shall not, and shall cause the Nova II Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova II Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova II) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova II Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova II Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova II or any of the Nova II Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova II Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova II shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova II Acquisition Proposal directly to the Nova II Board Special Committee if the Nova II Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova II directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova II shall, and shall cause the Nova II Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova II Acquisition Proposal or attempt by potential Nova II Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova II to cause each person (other Person than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova II or any Nova II Subsidiary to seek promptly return to do Nova II or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova II Requisite Vote, Nova II, the Nova II Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.02(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any proposals or offers regarding any Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder after the Go Shop Period End Time if the Nova II Board Special Committee has determined in good faith after consultation with outside legal counsel that such Nova II Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Nova II Superior Proposal; provided that a Nova II Go Shop Bidder shall cease to be a Nova II Go Shop Bidder if the negotiations between Nova II and such Nova II Go Shop Bidder with respect to the Nova II Acquisition Proposal that resulted in such Nova II Go Shop Bidder becoming a Nova II Go Shop Bidder shall have been terminated. (2) Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, the Nova II Requisite Vote is obtained, Nova II and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Nova II Acquisition Proposal that did not result from a breach of Section 6.02(b)(1) (provided that Nova II (x) receives from the person or persons so requesting such information an executed confidentiality agreement (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova II at least as favorable to Nova II as the provisions of the Confidentiality Agreement), and (y) as contemplated below, Nova II discloses to the Other Parties (and provides copies to the Other Parties of) such written Nova II Acquisition Proposal and concurrently furnishes, makes available or provides access to any nonpublic information provided to such person or persons to the extent not previously so provided to such Other Party), and (B) engage or participate in any discussions or negotiations with any person who has made such a written Nova II Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, the Nova II Board Special Committee has either determined that such Nova II Acquisition Proposal constitutes a Nova II Superior Proposal or determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova II Acquisition Proposal could reasonably be expected to lead to a Nova II Superior Proposal. Without limiting the foregoing. Between , it is understood that any violation of the date foregoing restrictions by the Representatives or Affiliates of Nova II or any Nova II Subsidiary shall be deemed to be a breach of this Agreement Section 6.02 by Nova II. (3) As soon as is reasonably practicable (and in any event no later than twenty-four (24) hours) after the earlier Go Shop Period End Time, Nova II will notify the Other Parties in writing (i) if any Nova II Go Shop Bidders remain at such time, (ii) of (athe identity of such Nova II Go Shop Bidder(s) the Closing and (biii) concerning the termination of this Agreement, each material terms and conditions of the Transferor most recent Nova II Acquisition Proposal received from such Nova II Go Shop Bidder(s) (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such developments, discussions or negotiations or receipt of materials) (x) keep the Other Parties shall notify Parent promptly if reasonably informed of all material developments, discussions and negotiations concerning any such proposal Nova II Acquisition Proposal and (y) provide the Other Parties with any written supplements or offerwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Without limiting the foregoing, from and after the Go Shop Period End Time, Nova II will promptly (and in any event no later than twenty-four (24) hours after receipt thereof) notify the Other Parties in writing if (A) any Nova II Acquisition Proposal is received by Nova II, (B) any request for information relating to Nova II or any inquiry Nova II Subsidiary is received by Nova II or other contact any Nova II Subsidiary from any person who informs Nova II or any Nova II Subsidiary that it is considering making or has made a Nova II Acquisition Proposal or (C) any discussions or negotiations are sought to be initiated with Nova II regarding any Person with respect theretoNova II Acquisition Proposal, in each case from a person that is made not a Nova II Go Shop Bidder, and shall, in any such notice to Parentthe Other Parties, indicate in reasonable detail the identity of the Person making such proposalperson making, offer, inquiry or contact and the material terms and conditions of, such Nova II Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such proposaldevelopments, offerdiscussions or negotiations or receipt of materials) (x) keep the Other Parties reasonably informed of all material developments, discussions and negotiations concerning any such Nova II Acquisition Proposal, request or inquiry and (y) provide the Other Parties with any written supplements or other contactwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Between Neither Nova II nor any Nova II Subsidiary will enter into any agreement with any person subsequent to the date of this Agreement and that prohibits Nova II from providing any information to the earlier of (a) the Closing and (b) the termination of Other Parties in accordance with this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partySection 6.02.

No Solicitation or Negotiation. Each (i) No Stockholder shall, nor shall it authorize or permit any of his or its Representatives to, directly or indirectly, except as expressly permitted by Section 6.2 of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Merger Agreement, none (A) initiate, solicit, knowingly encourage, induce or assist any inquiries or the making, submission, announcement or consummation of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide or furnish any information or data relating to the Company or any of its Subsidiaries (other than to notify a Person of the Transferor Parties nor provisions of Section 6.2 of the Merger Agreement), or afford access to the business, properties, assets, books, records or personnel of the Company or any of its Subsidiaries to any Person (other than Parent, Purchaser, or any of their respective Affiliates, officersdesignees or Representatives) that could reasonably be expected to initiate, managers, members, representatives or agents will (i) solicit, initiateencourage, considerinduce or assist the making, encourage submission or accept commencement of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, (C) approve, recommend or enter into, any letter of intent or similar document, agreement or commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion than a confidentiality agreement contemplated by Section 6.2 of the Transferor Interests or any Transferred Assets Merger Agreement) or (BD) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, knowingly facilitate or encourage any effort or attempt by any other Person to seek to do any of make an Acquisition Proposal. Notwithstanding the foregoing. Between , nothing herein shall limit or affect any actions taken by a Stockholder in compliance with the date of this Agreement Merger Agreement. (ii) Each Stockholder shall, and the earlier of (a) the Closing and (b) the termination of this Agreementshall cause its Representatives to, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, discussions or negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerthat constitutes, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice reasonably expected to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not lead to, without any Acquisition Proposal and request the prior written consent prompt return or destruction of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyall confidential information previously furnished.

No Solicitation or Negotiation. Each of the Transferor Parties The Company agrees that between that, except as expressly permitted by this Section 5.6, after the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementhereof, none of the Transferor Parties neither it nor any of its subsidiaries nor any of its or their respective Affiliates, officers, managersdirectors or employees will, membersand it will direct and use all reasonable best efforts to cause its agents, representatives including any investment banker, attorney or agents will accountant retained by it or by any of its subsidiaries (icollectively, its “Representatives”) solicit, not to (1) initiate, considersolicit or encourage, encourage directly or accept indirectly, any other inquiries, proposals or offers from any Person (Awhether firm or hypothetical) relating with respect to any acquisition Acquisition Proposal or purchase the making or implementation of all or any portion of the Transferor Interests or any Transferred Assets or Acquisition Proposal, (B2) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate engage in any discussions, conversations, negotiations and other communications regardingconcerning, or furnish to provide any other Person any confidential information with respect or data to, or have any discussions with, any Person relating to an Acquisition Proposal, (3) otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt to make or implement an Acquisition Proposal, (4) approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (5) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, merger agreement, asset or share purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal, (6) enter into any agreement or agreement in principle requiring, directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated by any other Person to seek this Plan or breach its obligations hereunder or (7) propose or agree to do any of the foregoing. Between Notwithstanding anything in the date foregoing to the contrary, prior to, but not after, the time when the approval described in Section 6.1(a) is obtained, the Company may: (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal, if the Company has received from such Person an executed confidentiality agreement on terms at least as favorable to the Company as those contained in the Confidentiality Agreement, and promptly discloses and, if applicable, provides copies of, any such information to Parent, to the extent not previously provided to Parent; (B) engage or participate in any discussions or negotiations with any Person who has made such unsolicited bona fide written Acquisition Proposal; and (C) after having complied with this Section 5.6, recommend or otherwise declare advisable or propose to recommend or declare advisable (publicly or otherwise) such Acquisition Proposal or withdraw or modify in a manner adverse to Parent, or propose to withdraw or so modify (publicly or otherwise), its recommendation in favor of this Agreement Plan and the earlier transactions contemplated hereby, or otherwise effect a Change in Recommendation with respect to an Acquisition Proposal, but only if and to the extent that (x) prior to taking any action described in clause (A) or (B) above or this clause (C), the board of directors of the Company determines, in good faith, after consultation with its outside legal advisors, that such action is required for the board of directors of the Company to comply with its fiduciary duties, (y) in each such case referred to in clause (A) or (B) above, the board of directors of the Company determines, in good faith, after consultation with its financial advisors and outside legal advisors, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal, and (z) in the case referred to in clause (C) above, (i) the board of directors of the Company determines, in good faith, after consultation with its financial advisors and outside legal advisors, that such Acquisition Proposal is a Superior Proposal after giving effect to all of the adjustments which may be offered by Parent pursuant to clause (iii) below, (ii) the Company has notified Parent in writing, at least five (5) business days in advance, that the Company intends to recommend or otherwise declare advisable such Superior Proposal or otherwise effect a Change in Recommendation, which notice shall (a) state expressly that the Closing Company has received an Acquisition Proposal which the board of directors of the Company has determined is a Superior Proposal and that the Company intends to effect a Change in Recommendation and the manner in which it intends to do so and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail include the identity of the Person person making such proposalAcquisition Proposal and a copy (if in writing) and summary of material terms of such Acquisition Proposal, offerand (iii) during such five (5) business day period, inquiry or contact and in any event, prior to effecting such Change in Recommendation, the Company has negotiated, and has caused its financial and legal advisors to negotiate, with Parent in good faith (to the extent Parent desires to negotiate) to make adjustments to the terms and conditions of the transactions contemplated by this Plan proposed by Parent so that such proposalAcquisition Proposal ceases to constitute a Superior Proposal. In the event of any material revisions to the terms of an Acquisition Proposal, offer, inquiry or other contact. Between the date Company will be required to deliver a new written notice to Parent and to again comply with the requirements of this Agreement and the earlier of clause (az) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior with respect to such new written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partynotice.

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

No Solicitation or Negotiation. (a) Each of the Transferor Parties Seller and Audiovox agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties neither it nor any of their respective Affiliatesits directors, officersofficers or employees will, managersand that it will cause its agents, membersadvisors and other representatives (including, representatives without limitation, any investment banker, attorney or agents will accountant retained by it), not to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), consider, encourage or accept take any other proposals action to facilitate, any inquiries or offers from the making of any Person proposal or offer (Aincluding, without limitation, any proposal or offer to the stockholders of Audiovox) relating that constitutes, or may reasonably be expected to lead to, any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets Competing Transaction (as hereinafter defined), or (Bii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any merger, consolidation, business combination, recapitalization, reorganization letter of intent or other extraordinary business transaction involving contract, agreement or commitment contemplating or otherwise relating to any Competing Transaction. The Seller or Audiovox, as applicable, shall notify the Business or Purchaser as promptly as practicable (ii) participate and in any discussionsevent within two (2) days after the Seller or Audiovox, conversationsas applicable, negotiations attains knowledge thereof), orally and other communications regardingin writing, if any proposal or offer, or furnish to any other Person inquiry or contact with any information person with respect tothereto, or otherwise cooperate in any wayregarding a Competing Transaction is made, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any specifying the material terms and conditions thereof and the identity of the foregoing. Between the date of this Agreement party making such proposal or offer or inquiry or contact (and the earlier of Seller or Audiovox, as applicable, shall notify the Purchaser concerning any material amendments to such proposal or offer). Audiovox shall provide the Purchaser with forty-eight (a48) hours prior notice (or such lesser prior notice as is provided to the Closing and (b) the termination of this Agreement, each members of the Transferor Parties Audiovox Board) of any meeting of the Audiovox Board at which the Audiovox Board is reasonably expected to consider any Competing Transaction. The Seller and Audiovox immediately shall cease and cause to be terminated all existing discussions, conversations, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoinga Competing Transaction. Between the date of this Agreement The Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Audiovox agree not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement (unless the Audiovox Board, in order to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, must waive the standstill provisions so that such Person may make a proposal or offer which may reasonably be expected to lead to a Superior Proposal) to which such Transferor Party the Seller and Audiovox is a partyparty relating to Audiovox, the Seller or the Purchased Assets. (b) Notwithstanding anything to the contrary in Section 5.06, the Audiovox Board may furnish information to, and enter into discussions with, a Person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction, and the Audiovox Board has (i) determined, in its good faith judgment (after having received the advice of a financial advisor of nationally recognized reputation), that such proposal or offer constitutes, or may be reasonably expected to lead to, a Superior Proposal (as hereunder defined), (ii) determined, in its good faith judgment after consultation with independent legal counsel (who may be Audiovox’s regularly engaged independent legal counsel), that, in light of such proposal or offer, the furnishing of such information or entering into discussions is required to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, (iii) provided written notice to the Purchaser of its intent to furnish information or enter into discussions with such person, and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to Audiovox than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting Audiovox from satisfying its obligations under this Agreement). (c) Except as set forth in this Section 5.06(c), neither the Audiovox Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the Audiovox Recommendation (a “Change in the Audiovox Recommendation”) or approve or recommend, or cause or permit Audiovox to enter into any letter of intent, agreement or obligation with respect to, any Competing Transaction. Notwithstanding the foregoing, if the Audiovox Board determines, in its good faith judgment prior to the time of the Audiovox Stockholders’ Meeting and after consultation with independent legal counsel (who may be Audiovox’s regularly engaged independent legal counsel), that it is required to make a Change in the Audiovox Recommendation to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, the Audiovox Board may make a Change in the Audiovox Recommendation to recommend a Superior Proposal, but only (i) after providing written notice to the Purchaser (a “Notice of Superior Proposal”) advising Audiovox that the Audiovox Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal and indicating that the Audiovox Board intends to effect a Change in the Audiovox Recommendation and the manner in which it intends (or may intend) to do so, and (ii) if the Purchaser does not, within three (3) business days of Purchaser’s receipt of the Notice of Superior Proposal, make an offer that the Audiovox Board determines, in its good faith judgment (after having received the advice of a financial advisor of nationally recognized reputation) to be at least as favorable to Audiovox’s stockholders as such Superior Proposal. Any disclosure that the Audiovox Board may determine that it is compelled to make with respect to the receipt of a proposal or offer for a Competing Transaction or otherwise in order to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, including under Rule 14d-9 or 14e-2 of the rules promulgated under the Securities Exchange Act of 1934, as amended, will not constitute a violation of this Agreement.

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

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

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

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova I Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova I shall, and shall cause the date of this Agreement Nova I Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova I Subsidiaries’ other Representatives (to the extent acting on behalf of Nova I) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova I Acquisition Proposal. Except with respect to a Nova I Go Shop Bidder, from and after the Go Shop Period End Time, Nova I shall not, and shall cause the Nova I Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova I Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova I) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova I Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova I Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova I or any of the Nova I Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova I Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova I shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova I Acquisition Proposal directly to the Nova I Board Special Committee if the Nova I Board Special Committee determines in good faith after consultation with outside legal counsel that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova I directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova I shall, and shall cause the Nova I Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova I Acquisition Proposal or attempt by potential Nova I Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova I to cause each person (other Person than any Nova I Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova I or any Nova I Subsidiary to seek promptly return to do Nova I or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova I Requisite Vote, Nova I, the Nova I Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.01(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any proposals or offers regarding any Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Nova I Acquisition Proposal submitted by a Nova I Go Shop Bidder after the Go Shop Period End Time if the Nova I Board Special Committee has determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova I Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Nova I Superior Proposal; provided that a Nova I Go Shop Bidder shall cease to be a Nova I Go Shop Bidder if the negotiations between Nova I and such Nova I Go Shop Bidder with respect to the Nova I Acquisition Proposal that resulted in such Nova I Go Shop Bidder becoming a Nova I Go Shop Bidder shall have been terminated. (2) Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, the Nova I Requisite Vote is obtained, Nova I and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Nova I Acquisition Proposal that did not result from a breach of Section 6.01(b)(1) (provided that Nova I (x) receives from the person or persons so requesting such information an executed confidentiality agreement (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova I at least as favorable to Nova I as the provisions of the Confidentiality Agreement), and (y) as contemplated below, Nova I discloses to the Other Parties (and provides copies to the Other Parties of) such written Nova I Acquisition Proposal and concurrently furnishes, makes available or provides access to any nonpublic information provided to such person or persons to the extent not previously so provided to such Other Party), and (B) engage or participate in any discussions or negotiations with any person who has made such a written Nova I Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, the Nova I Board Special Committee has either determined that such Nova I Acquisition Proposal constitutes a Nova I Superior Proposal or determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova I Acquisition Proposal could reasonably be expected to lead to a Nova I Superior Proposal. Without limiting the foregoing. Between , it is understood that any violation of the date foregoing restrictions by the Representatives or Affiliates of Nova I or any Nova I Subsidiary shall be deemed to be a breach of this Agreement Section 6.01 by Nova I. (3) As soon as is reasonably practicable (and in any event no later than twenty-four (24) hours) after the earlier Go Shop Period End Time, Nova I will notify the Other Parties in writing (i) if any Nova I Go Shop Bidders remain at such time, (ii) of (athe identity of such Nova I Go Shop Bidder(s) the Closing and (biii) concerning the termination of this Agreement, each material terms and conditions of the Transferor most recent Nova I Acquisition Proposal received from such Nova I Go Shop Bidder(s) (and shall include with such notice copies of any written Nova I Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such developments, discussions or negotiations or receipt of materials) (x) keep the Other Parties shall notify Parent promptly if reasonably informed of all material developments, discussions and negotiations concerning any such proposal Nova I Acquisition Proposal and (y) provide the Other Parties with any written supplements or offerwritten additions to any written Nova I Acquisition Proposal, including any revisions to any proposed transaction agreement. Without limiting the foregoing, from and after the Go Shop Period End Time, Nova I will promptly (and in any event no later than twenty-four (24) hours after receipt thereof) notify the Other Parties in writing if (A) any Nova I Acquisition Proposal is received by Nova I, (B) any request for information relating to Nova I or any inquiry Nova I Subsidiary is received by Nova I or other contact any Nova I Subsidiary from any person who informs Nova I or any Nova I Subsidiary that it is considering making or has made a Nova I Acquisition Proposal or (C) any discussions or negotiations are sought to be initiated with Nova I regarding any Person with respect theretoNova I Acquisition Proposal, in each case from a person that is made not a Nova I Go Shop Bidder, and shall, in any such notice to Parentthe Other Parties, indicate in reasonable detail the identity of the Person making such proposalperson making, offer, inquiry or contact and the material terms and conditions of, such Nova I Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written Nova I Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such proposaldevelopments, offerdiscussions or negotiations or receipt of materials) (x) keep the Other Parties reasonably informed of all material developments, discussions and negotiations concerning any such Nova I Acquisition Proposal, request or inquiry and (y) provide the Other Parties with any written supplements or other contactwritten additions to any written Nova I Acquisition Proposal, including any revisions to any proposed transaction agreement. Between Neither Nova I nor any Nova I Subsidiary will enter into any agreement with any person subsequent to the date of this Agreement and that prohibits Nova I from providing any information to the earlier of (a) the Closing and (b) the termination of Other Parties in accordance with this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partySection 6.01.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Prior to the Closing and (b) or the termination of this Agreement, none each Shareholder will not, and will not permit any of the Transferor Parties nor Companies, or any of their respective Affiliates, its officers, managersdirectors, membersaffiliates, employees, representatives or agents will to, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person other than the Buyer involving or relating to (A) relating to any acquisition or purchase of all any of the capital stock of any of the Companies or any a material portion of the Transferor Interests or assets of any Transferred Assets of the Companies or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving that would reasonably be expected to be inconsistent with, conflict with or otherwise relating to have a Material Adverse Change on the Business or consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than the Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and . (b) the termination of this AgreementEach Shareholder will, and will cause each of the Transferor Parties Company, and its officers, directors, affiliates, employees, representatives or agents to, immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between foregoing prior to the date of this Agreement and hereof. (c) Each Shareholder promptly will notify the earlier of (a) the Closing and (b) the termination of this Agreement, each Buyer if any of the Transferor Parties shall notify Parent promptly if Shareholders, the Companies or any officer, director, Affiliate, employee, representative or agent of any of the Companies are approached with respect to, or are otherwise made aware of, any such proposal or offer, discussions or any inquiry such inquiries or other contact with any Person with respect thereto, is made proposals and shallwill, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a party.

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

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

No Solicitation or Negotiation. Each of The Company and the Transferor Parties agrees that between Company Subsidiaries and their respective officers and directors shall, and the date of this Agreement Company shall cause its and the Company Representatives to, (i) immediately cease any discussions or negotiations with any Persons with respect to an Acquisition Proposal (A) if the Company does not exercise the Go-Shop Extension, at 12:00 a.m. on April 26, 2012 or (B) if the Company exercises the Go-Shop Extension, at 12:00 a.m. on May 6, 2012 (as applicable, the “No-Shop Period Start Date”), and (ii) from the No-Shop Period Start Date until the earlier of (a) the Closing Acceptance Time and (b) the termination of this AgreementAgreement in accordance with Article IX, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person not (A) relating to initiate, solicit, propose or encourage or facilitate (including by providing information or granting any acquisition waiver, amendment or purchase release under any standstill or confidentiality agreement or Takeover Provisions or otherwise) any inquiries or the making of all any proposal or any portion of the Transferor Interests or any Transferred Assets or offer that could constitute an Acquisition Proposal, (B) to engage in, enter into any mergerinto, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, regarding or furnish that would reasonably be expected to any other Person any information with respect lead to, or provide any non-public information or data concerning the Company or the Company Subsidiaries to any Person or group of Persons relating to, any Acquisition Proposal, (C) otherwise cooperate in any way, with or assist or participate in, or facilitate any such inquiries, proposals, discussions or encourage negotiations or any effort or attempt by to make an Acquisition Proposal, (D) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other Person similar agreement relating to seek any Acquisition Proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or (E) resolve to propose, agree or publically announce an intention to do any of the foregoing. Between the date Any breach by Company Representatives of this Agreement and the earlier of (aSection 7.5(b) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause be deemed to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of a breach by the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

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

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

No Solicitation or Negotiation. Each of The Purchaser, the Transferor Parties agrees that between the date of this Agreement Corporation and the earlier Sellers shall not, and the Purchaser and the Corporation shall use their best efforts to ensure that its shareholders, and any of its and its shareholders’ Affiliates, representatives, officers, employees, directors or agents shall not, directly or indirectly (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase of all or any portion recapitalization of the Transferor Interests Purchaser or any Transferred Assets or (B) to enter into any mergerthe Corporation, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to as the Business or case may be; (ii) participate in merger or consolidation involving the Purchaser or the Corporation, as the case may be; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of the Purchaser or the Corporation, as the case may be (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving the Purchaser or the Corporation, as the case may be, or their assets; or (v) acquisition by the Purchaser or the Corporation, as the case may be, of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between ; provided however, nothing herein shall limit or restrict in any way the date Purchaser or the Corporation, as the case may be, from communicating with its legal, accounting and other professional advisors or lenders for the purpose of this Agreement and facilitating the earlier of (a) the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each party shall notify Parent promptly the other party immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to the terms and conditions such party or, to the such party’s knowledge, any other Person for the purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

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

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

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Seller nor any of their respective its Affiliates, directors, officers, managers, members, representatives or agents will (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Ai) relating to any acquisition or purchase of all Seller's capital stock (other than the exercise of stock options under Seller's employee stock option plans) or any portion material assets of Seller, including, without limitation, the assets of the Transferor Interests or any Transferred Assets or Optoelectronics Business (Bother than inventory to be sold in the ordinary course of business consistent with past practice), (ii) to enter into any mergerbusiness combination with Seller, consolidation, business combination, recapitalization, reorganization or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to Seller or the Business Optoelectronics Business, or (iv) except as required by the fiduciary duties of Seller's board of directors, relating to (x) any acquisition or purchase of, or tender offer for, all or any portion of Seller's equity securities, or (y) any merger, consolidation or business combination with Seller, or (z) any other extraordinary business transaction involving or otherwise relating to Seller (any of the events described in (i), (ii), (iii) and (iv), being an ("Acquisition Proposal")); or (b) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek or to do any of the foregoingconsummate an Acquisition Proposal. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Seller shall promptly (within 24 hours) notify MEI and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly Buyer if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentMEI and Buyer, indicate in reasonable detail the identity identify of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller agrees not to, without the MEI's prior written consent of the Acquiring Partiesconsent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller is a party.

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

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

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Prior to the Closing and (b) closing or the termination of this Agreement, none of the Transferor Parties nor Shareholders will not, and will not permit the Company, or any of their respective Affiliates, its officers, managersdirectors, membersaffiliates, employees, representatives or agents will to, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person other than the Buyer involving or relating to (A) relating to any acquisition or purchase of all any of the capital stock of the Company or any a material portion of the Transferor Interests or any Transferred Assets assets of the Company or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving that would reasonably be expected to be inconsistent with, conflict with or otherwise relating to have a material adverse effect on the Business or consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than the Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and . (b) The Shareholders will, and will cause the termination of this AgreementCompany, each of the Transferor Parties and its officers, directors, affiliates, employees, representatives or agents to, immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between foregoing prior to the date of this Agreement and hereof. (c) The Shareholders promptly will notify the earlier of (a) Buyer if any Shareholder, the Closing and (b) the termination of this AgreementCompany or any officer, each director, Affiliate, employee, representative or agent of the Transferor Parties shall notify Parent promptly if Company are approached with respect to, or are otherwise made aware of, any such proposal or offer, discussions or any inquiry such inquiries or other contact with any Person with respect thereto, is made proposals and shallwill, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Shareholders will not, and will not permit the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not Company to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company is a party, without the prior written consent of the Buyer.

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

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

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

No Solicitation or Negotiation. Each Subject to the terms of the Transferor Parties agrees that between Section ‎5.3(b), from and after the date of this Agreement and hereof until the earlier to occur of (a) the Closing and (b) the termination of this AgreementAgreement pursuant to ‎Article VIII and the Effective Time, none of the Transferor Parties nor Company will cease and cause to be terminated any of their respective discussions or negotiations with any Person and its Affiliates, directors, officers, managersemployees, membersconsultants, agents, representatives and advisors (collectively, “Representatives”), cease providing any further information with respect to the Company or agents any Acquisition Proposal to any such Person or its Representatives and terminate all access granted to any such Person and its Representatives to any physical or electronic data room. Subject to the terms of Section ‎5.3(b), from and after the date hereof until the earlier to occur of the termination of this Agreement pursuant to ‎Article VIII and the Effective Time, the Company Group will not, and will not instruct, authorize or knowingly permit any of its Representatives acting on the Company’s behalf (other than Parent and its Affiliates and Representatives) to, directly or indirectly, (i) solicit, initiate, considerpropose or induce the making, encourage submission or accept announcement of, or knowingly encourage, facilitate or assist, any other proposals proposal or offers from inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (Aother than to Parent or any designees of Parent) any non-public information relating to the Company Group or afford to any acquisition Person access to the business, properties, assets, books, records or purchase other non-public information, or to any personnel, of all the Company Group (other than Parent or any portion designees of Parent), in any such case with the Transferor Interests intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any Transferred Assets inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (Biii) participate or engage in discussions or negotiations with any Person with respect to any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (v) enter into any mergerletter of intent, consolidationmemorandum of understanding, business combinationmerger agreement, recapitalization, reorganization acquisition agreement or other extraordinary business transaction involving or otherwise Contract relating to the Business an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (iivi) participate in any discussions, conversations, negotiations and other communications regarding, authorize or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek commit to do any of the foregoing. Between From the date of this Agreement and hereof until the earlier to occur of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause Agreement pursuant to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement ‎Article VIII and the earlier Effective Time, the Company will not be required to enforce, and will, if requested, be permitted to waive, any provision of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal standstill or offer, or any inquiry or other contact with any Person with respect thereto, is made and shallconfidentiality agreement, in any such notice each case, solely to Parent, indicate the extent that the Special Committee has determined in reasonable detail good faith (after consultation with its financial advisor and outside legal counsel) that the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement failure to which such Transferor Party is a partydo so would be inconsistent with its fiduciary duties pursuant to applicable law.

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

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

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

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) The Company acknowledges that neither it, nor any of its Company Representatives, are engaged in any discussions or negotiations with any Person with respect to an Acquisition Proposal and confirms that it has complied with, and is in current compliance with, its Standstill Obligations (as defined in that certain Indication of Interest, dated June 27, 2013, between Parent and the Closing Company). The Company shall not, and (b) shall not authorize or permit its Company Representatives to, directly or indirectly, from the date hereof until the Effective Time or, if earlier, the termination of this Agreement, none Agreement in accordance with the terms of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will Article VI: (i) solicit, initiate, consider, facilitate or encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business an Acquisition Proposal; or (ii) participate in any discussions, conversations, negotiations and other communications regarding, (A) furnish or furnish disclose to any other Person any non-public information with respect to, to an Acquisition Proposal; (B) negotiate or otherwise cooperate engage in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact discussions with any Person with respect theretoto an Acquisition Proposal; or (C) enter into or amend or grant any waiver or release under any Contract (whether or not binding) or agreement in principle with respect to an Acquisition Proposal. (b) The Company Board shall not: (i) withdraw, is amend, or modify, or propose to withdraw, modify, or qualify in a manner adverse to Parent or MergerSub, its Board Recommendation; (ii) approve, recommend, or fail to recommend against, or propose to approve or recommend, any Acquisition Proposal; (iii) make any statement inconsistent with its recommendation that the Shareholders approve and adopt this Agreement and the Merger; (iv) fail to include its Board Recommendation to the Shareholders in the Proxy Statement; or (v) enter into any Contract (whether or not binding) or agreement in principle with respect to any Acquisition Proposal (any of the foregoing listed in (i), (ii), (iii) or (iv), an “Adverse Recommendation” and (v), an “Adverse Acquisition Agreement”). (c) Notwithstanding Sections 4.11(a) and 4.11(b), prior to the receipt of the Required Approval, the Company Board, directly or indirectly through any Representative, may, but subject to Sections 4.11(d) and 4.11(e): (i) participate in negotiations or discussions with any third-party that has made (and shallnot withdrawn) a bona fide, unsolicited Acquisition Proposal in writing that did not result from violation of this Section 4.11 that the Company Board believes in good faith, after consultation with outside legal counsel and the Company’s financial advisor, constitutes a Superior Proposal; (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement containing terms no less favorable to the Company, in the aggregate, than those set forth in the Confidentiality Agreement, including the standstill obligations set forth in Section 8 of the Confidentiality Agreement, except that each agreement will permit the sharing of information by the Company to Parent as contemplated by this Agreement (a copy of such confidentiality agreement shall be promptly (in all events within twenty-four (24) hours and such standstill obligations will apply despite the entry into this Agreement) provided to Parent); (iii) following receipt of and on account of a Superior Proposal, make an Adverse Recommendation and enter into an Adverse Acquisition Agreement; (iv) take any action that any court of competent jurisdiction orders the Company or any of its Subsidiaries to take (which order remains unstayed); and/or (v) upon the occurrence of an Intervening Event, make an Adverse Recommendation, but in each case referred to in the foregoing clauses (i) through (v), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Shareholders an Adverse Recommendation with regard to an Acquisition Proposal, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law. (d) The Company Board shall not take any of the actions referred to in clauses (i) through (v) of Section 4.11(c) unless the Company complies with the provisions of this Section 4.11(d). The Company shall notify Parent promptly (but in no event later than twenty-four (24) hours) after the receipt by the Company (or any Company Representative) of any Acquisition Proposal, any inquiry that would reasonably be expected to lead to an Acquisition Proposal, any request for non-public 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 by any third-party or the determination of an Intervening Event. In such notice, the Company shall: (i) identify the third-party making any Acquisition Proposal and (ii) provide a summary of the material terms and conditions of any Acquisition Proposal, indication or request or the material details of any Intervening Event (including specifying the estimated dollar value or range of estimated dollar values attributed to such Intervening Event). The Company shall keep Parent fully informed, on a current 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 Company shall provide Parent with at least one (1) Business Day prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Acquisition Proposal or, in the case of an Intervening Event, that causes the Company Board to adopt an Adverse Recommendation. The Company shall promptly provide Parent with a list of any non-public information concerning the Business and the Company’s 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 Parent, indicate copies of such information. (e) Notwithstanding Section 4.11(b), at any time prior to the receipt of the Required Approval, the Company Board may make an Adverse Recommendation in reasonable detail response to a Superior Proposal or Intervening Event, if: (i) the Company promptly notifies Parent, in writing, at least four (4) Business Days (the “Fiduciary Out Notice Period”) before making an Adverse Recommendation, of its intention to take such action with respect to a Superior Proposal or Intervening Event, which notice (in the case of a Superior Proposal) shall state expressly that the Company has received an Acquisition Proposal that the Company Board intends to declare a Superior Proposal and that the Company Board intends to make an Adverse Recommendation; (ii) in the case of a Superior Proposal, the Company attaches to such notice the most current version of the proposed agreement with respect to (which version shall be updated on a prompt basis), and the identity of the Person making third-party making, such proposalSuperior Proposal; (iii) the Company shall, offerand shall cause its Subsidiaries to, inquiry or contact and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to, during the Fiduciary Out Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal or such Intervening Event ceases to exist, as the case may be, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Fiduciary Out Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Fiduciary Out Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remains in the Fiduciary Out Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (iv) the earlier Company Board determines in good faith, after consulting with outside legal counsel and its financial advisor, that (A) in the case of a Superior Proposal, such Acquisition Proposal continues to constitute a Superior Proposal or (B) in the case of an Intervening Event, such Intervening Event continues to constitute an Intervening Event, and in each case of (aA) or (B), after taking into account any adjustments made by Parent during the Closing Fiduciary Out Notice Period in the terms and (b) the termination conditions of this Agreement, each including pursuant to clause (e)(iii) of this Section 4.11. (f) Nothing contained in this Section 4.11 shall be deemed to prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under applicable Law with regard to an Acquisition Proposal, including talking and disclosing to its Shareholders a position contemplated by Rule 14d-9 or Rule 14e-2 under the Exchange Act or (ii) complying with its disclosure obligations if, in the good faith judgment of the Transferor Parties agrees not toCompany Board, without after consultation with outside counsel, failure to disclose would reasonably be expected to be inconsistent with its obligations under applicable Law. For avoidance of doubt, nothing set forth in this Section 4.11 shall prohibit the prior written consent Company or the Company Board from issuing a “stop, look and listen” statement or other communication pending disclosure of its position, as contemplated by Rule 14d-9 or Rule 14e-2 under the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyExchange Act.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and (a) Until the earlier of (aA) the Closing and or (bB) the valid termination of this AgreementAgreement (the “Exclusivity Period”), none of the Transferor Parties neither Credence nor any of its Affiliates shall (nor will they permit, as applicable, any of their respective Affiliates, officers, managersdirectors, members, stockholders, agents, representatives or agents will affiliates to), directly or indirectly, take any of the following actions with any party other than Newco and its designees: (i) solicit, initiate, consider, participate in or encourage any negotiations or accept any other proposals or offers from any Person (A) relating discussions with respect to any acquisition offer or purchase of all proposal to acquire the Business, the Purchased Assets or any portion of the Transferor Interests Business (a “Competing Transaction”), or effect any Competing Transaction, (ii) disclose any information not customarily disclosed to any person concerning Credence or any Transferred of its Subsidiaries, the Purchased Assets or the Business or afford to any person or entity access to its properties, books or records, other than in the ordinary course of their business, (Biii) assist or cooperate with any person to make any proposal regarding a Competing Transaction, or (iv) enter into any mergeragreement for a Competing Transaction or consummate a Competing Transaction with any person. (b) In the event that Credence or any of its Affiliates shall receive any offer or proposal, consolidationdirectly or indirectly, business combinationwith respect to a Competing Transaction, recapitalization, reorganization or other extraordinary business transaction involving any request for disclosure or otherwise relating access pursuant to the Business or clause (ii) participate in above, Credence or such Affiliate shall immediately inform Newco as to the existence of any discussions, conversations, negotiations such offer or proposal (including any offers or proposals relating to a financing of Credence) and other communications regarding, or furnish to any other Person will cooperate with Newco by furnishing any information with respect it may reasonably request, including, but not limited to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any the name of the foregoing. Between the date of this Agreement party making such offer or proposal, all written documentation relating to such offer or proposal and the earlier of (a) the Closing and (b) the termination of this Agreement, each a summary of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any principal terms of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such offer or proposal or offer, or any inquiry or other contact with any Person with respect thereto, that is not made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partywriting.

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

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

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

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

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

No Solicitation or Negotiation. Each of The Purchaser, the Transferor Parties agrees that between the date of this Agreement Corporation and the earlier Sellers shall not, and the Purchaser and the Corporation shall use their best efforts to ensure that its shareholders, and any of its and its shareholders' Affiliates, representatives, officers, employees, directors or agents shall not, directly or indirectly (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase of all or any portion recapitalization of the Transferor Interests Purchaser or any Transferred Assets or (B) to enter into any mergerthe Corporation, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to as the Business or case may be; (ii) participate in merger or consolidation involving the Purchaser or the Corporation, as the case may be; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of the Purchaser or the Corporation, as the case may be (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving the Purchaser or the Corporation, as the case may be, or their assets; or (v) acquisition by the Purchaser or the Corporation, as the case may be, of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between ; provided however, nothing herein shall limit or restrict in any way the date Purchaser or the Corporation, as the case may be, from communicating with its legal, accounting and other professional advisors or lenders for the purpose of this Agreement and facilitating the earlier of (a) the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Each party shall notify Parent promptly the other party immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to the terms and conditions such party or, to the such party's knowledge, any other Person for the purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

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

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

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of Until this Agreement and the earlier of (a) the Closing and (b) the termination is terminated in accordance with Article 12 of this Agreement, none of Seller and the Transferor Parties nor Shareholders shall not, and Seller shall use its best efforts to ensure that its Shareholders, and any of their respective its and its Shareholders' Affiliates, representatives, officers, managersemployees, members, representatives directors or agents will shall not, directly or indirectly: (ia) submit, solicit, initiate, consider, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase recapitalization of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Seller; (ii) participate in merger or consolidation involving Seller; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of Seller (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving Seller or its assets; or (v) acquisition by Seller of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between ; provided however, nothing herein shall limit or restrict in any way Seller from communicating with its legal, accounting and other professional advisors or lenders for the date purpose of this Agreement and facilitating the earlier of (a) the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with . Seller or any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Shareholder shall notify Buyer and Parent promptly immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to Seller or any Shareholder or, to either Seller's or any Shareholder's Knowledge, any other Person for the terms and conditions purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

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

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

No Solicitation or Negotiation. Each (a) Between the date hereof and the earlier of the Transferor Parties agrees that between the date termination of this Agreement and the earlier Effective Time, the Company shall not (nor shall the Company permit any of its officers, directors, employees, consultants, agents, representatives, affiliates or shareholders (aincluding The Xxxxxx Companies, Inc. and any of its affiliates or subsidiaries) the Closing and (b) the termination of this Agreement, none or cause any person on behalf of the Transferor Parties nor Company to) directly or indirectly, take any of their respective Affiliates, officers, managers, members, representatives or agents will the following actions with any person other than Parent and Acquisition: (i) solicit, initiate, consider, entertain or encourage or accept any other proposals or offers from from, or conduct discussions with or engage in negotiations with any Person (A) person relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or possible Third Party Acquisition; (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any provide information with respect to it to any person, other than Parent and Acquisition, relating to, or otherwise cooperate in any way, assist or participate inwith, facilitate or encourage any effort or attempt by any other Person such person with regard to, any possible Third Party Acquisition; or (iii) enter into any agreement with any person providing for a Third Party Acquisition. (b) The Company shall promptly notify Parent in the event the Company or any of its affiliates and their respective directors, officers, employees, consultants, agents, representatives, affiliates or shareholders (including The Xxxxxx Companies, Inc. and any of its affiliates or subsidiaries) receives any proposal or inquiry concerning a Third Party Acquisition, including the terms and conditions thereof and the identity of the person or group submitting such proposal, and shall advise Parent from time to seek time of the status and any material developments concerning the same. Except as set forth in this Section 4.8(b), the Company Board shall not withdraw its recommendation of the transactions contemplated hereby or approve or recommend, or cause the Company to enter into any agreement with respect to, any Third Party Acquisition. Notwithstanding the foregoing, if the Company Board by a majority vote determines in its good faith judgment, that it is required to do any of so in order to comply with its fiduciary duties, the foregoing. Between the date Company Board may withdraw its recommendation of this Agreement and the earlier transactions contemplated hereby, but only (i) after providing written notice to Parent (a "Notice of (aSuperior Proposal") advising Parent that the Closing Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and (bii) the termination of this Agreementif Parent does not, each within five (5) business days after Parent's receipt of the Transferor Parties immediately shall cease and cause Notice of Superior Proposal, make an offer that the Company Board by a majority vote determines in its good faith judgment (based on the written advice of a financial adviser) to be terminated all existing discussionsat least as favorable to the Company's shareholders as such Superior Proposal; PROVIDED, conversationsHOWEVER, negotiations and other communications with any Persons conducted heretofore with respect to any that no withdrawal of the foregoing. Between the date Company Board's recommendation of this Agreement and the earlier transactions contemplated hereby shall relieve the Company of its obligation to submit this Agreement and such transactions to its shareholders for approval, as provided in Section 4.2. Any disclosure that the Company Board may be compelled to make with respect to the receipt of a proposal for a Third Party Acquisition or otherwise in order to comply with its fiduciary duties will not constitute a violation of this Agreement; PROVIDED, HOWEVER, that such disclosure states that no action will be taken by the Company Board in violation of this Section 4.8(b). (ac) the Closing and (b) the termination For purposes of this Agreement, each "Third Party Acquisition" means the occurrence of any of the Transferor Parties shall notify Parent promptly if following events: (i) the acquisition of the Company by merger or otherwise by any person (which includes a "person" as such proposal or offerterm is defined in Section 13(d)(3) of the Exchange Act) other than Parent, Acquisition or any inquiry affiliate thereof (a "Third Party"); (ii) the acquisition by a Third Party of any material portion of the assets of the Company and its subsidiaries, taken as a whole, other than the sale of their products in the ordinary course of business consistent with past practices; (iii) the acquisition by a Third Party of fifteen percent (15%) or other contact with more of the outstanding Shares; (iv) the adoption by the Company of a plan of total or partial liquidation or the declaration or payment of an extraordinary dividend; (v) the repurchase by the Company or any Person with respect theretoof its subsidiaries of more than ten percent (10%) of the outstanding Shares; or (vi) the acquisition by the Company or any of its subsidiaries by merger, is made and shallpurchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any such notice to Parentbusiness whose annual revenues, indicate in reasonable detail the identity net income or assets is equal or greater than ten percent (10%) of the Person making such proposalannual revenues, offer, inquiry net income or contact and assets of the terms and conditions of such proposal, offer, inquiry or other contactCompany. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination For purposes of this Agreement, each a "Superior Proposal" means any BONA FIDE proposal to acquire directly or indirectly for consideration consisting of cash and/or securities more than fifty percent (50%) of the Transferor Parties agrees not to, without the prior written consent Shares then outstanding or all or substantially all of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement assets of the Company and otherwise on terms that the Company Board by a majority vote determines in its good faith judgment (based on the written advice of a financial advisor) to which such Transferor Party is a partybe more favorable to the Company's shareholders than the Merger.

No Solicitation or Negotiation. Each of Except as permitted by Section 6.4(d) (Certain Permitted Actions) and Section 6.4(e) (Change in Recommendation; Termination), from the Transferor Parties agrees that between Go-Shop Period End Date until the date of this Agreement and the earlier of (a) the Closing and (b) Effective Time, or if earlier, the termination of this AgreementAgreement in accordance with its terms, none the Company agrees that it will not, and it shall use its reasonable best efforts to cause each of its officers, directors and employees to not, and the Company shall direct any other Representatives of the Transferor Parties nor Company to not, and shall not knowingly permit any other Representative of their respective Affiliatesthe Company to, officersdirectly or indirectly, managers, members, representatives or agents will (i) solicit, initiate, considerseek or knowingly facilitate or encourage, encourage or accept take any other proposals action to solicit, initiate, seek or offers from knowingly facilitate or encourage, the making by any Person (Aother than Parent and its Subsidiaries) relating of any inquiry, expression of interest, proposal or offer that constitutes or would reasonably be expected to lead to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerAcquisition Proposal, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) enter into, participate in any discussions, conversations, negotiations and other communications regardingin, or furnish to maintain any other discussions or negotiations with any Person any information relating to, in furtherance of an inquiry with respect to, or otherwise cooperate to obtain, an Acquisition Proposal, (iii) approve, recommend or accept, or enter into any agreement, understanding or arrangement with respect to, or relating to (whether binding or nonbinding), any Acquisition Proposal, (iv) furnish to any Person other than Parent any non-public information that would reasonably be expected to be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal or (v) submit any Acquisition Proposal (other than the Merger) or any matter related thereto to the vote of the stockholders of the Company. Subject to Section 6.4(d) (Certain Permitted Actions) and Section 6.4(e) (Change in Recommendation; Termination), from and after the Go-Shop Period End Date, the Company shall, and shall cause its Representatives to, immediately cease and terminate any way, assist and all activities or participate in, facilitate discussions or encourage negotiations with any effort party or attempt parties with respect to any Acquisition Proposal. Nothing in this Section 6.4 (Solicitation by any other Person to seek to do Company) shall preclude the Company or any of the foregoing. Between its Representatives from contacting after the date of this Agreement and any such party or parties solely for the earlier purpose of (a) complying with the Closing and (b) provisions of the termination last sentence of this AgreementSection 6.4(b) (No Solicitation or Negotiation) and prior to the Approval Time, each of if the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of Company has received a bona fide written offer that is an Acquisition Proposal after the foregoing. Between the date execution of this Agreement and the earlier of (a) the Closing and (b) the termination that did not result from a violation or breach of this AgreementSection 6.4 (Solicitation by Company) and that contained ambiguities regarding the material terms of such Acquisition Proposal, the Company may contact the Person who delivered such Acquisition Proposal to the Company and request that such Person clarify the material terms pursuant to such Acquisition Proposal, but shall not conduct or enter into discussions or negotiations regarding the Acquisition Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, if any, to return or destroy, to the extent provided pursuant to the applicable confidentiality agreement, all confidential information, documents and materials heretofore furnished to such Person by or on behalf of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between that, except as may be required by applicable law, until the date of this Agreement and is terminated or until the earlier Closing, it shall not, directly or indirectly, through any officer, director, agent or representative of it or its Subsidiaries, Affiliates or otherwise, (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, considerencourage or discuss (including by way of furnishing any non-public information) any bid, encourage proposal or offer from any Person, enter into any contract, agreement or understanding or accept any offer relating to or to consummate any transfer of assets of the Division (other proposals than a purchase or offers from sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); or any similar transaction or business combination involving the Division or its assets; nor shall Seller engage in discussions or negotiations with any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerother than Purchaser with respect to, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing, or accept any competing offer or proposal prior to the expiration of the period described in this Section 7.3; provided however, nothing herein shall limit or restrict in any way Seller from communicating with its legal, accounting and other professional advisors or lenders for the purpose of facilitating the transactions contemplated by this Agreement. Between the date of this Agreement and the earlier of (a) Seller shall notify Purchaser immediately if prior to the Closing and (b) or the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in makes any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to Seller or, to Seller’s Knowledge, any other Person for the terms and conditions purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior foregoing transactions and promptly provide Purchaser a copy of any such proposal received in writing or a written consent summary of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyother proposal made orally.

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

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

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

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

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement The Seller shall not, and the earlier Seller shall use its best efforts to ensure that its members, stockholders, and any of its and its stockholders' or members' Affiliates, representatives, officers, employees, directors, managers or agents shall not, directly or indirectly (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, consider, encourage or discuss any proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase of all or any portion recapitalization of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Seller; (ii) participate in merger or consolidation involving the Seller; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any shares of such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of the Seller (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving the Seller or its assets; or (v) acquisition by the Seller of other businesses, whether by the purchase of assets or capital stock of another Person; or (b) furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between ; provided however, nothing herein shall limit or restrict in any way the date Seller from communicating with its legal, accounting and other professional advisors or lenders for the purpose of this Agreement and facilitating the earlier of (a) the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Seller shall notify Parent promptly the Purchaser immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to the terms and conditions Seller or, to the Seller's knowledge, any other Person for the purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

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

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

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

No Solicitation or Negotiation. Each of Except as otherwise expressly provided by this Section 5.4 and subject to Section 5.4(d) and Section 5.4(g), the Transferor Parties Company agrees that between that, from the date of this Agreement and Go-Shop Period End Time until the earlier of (a) the Closing Company Merger Effective Time and (b) the termination of this AgreementAgreement in accordance with Article VII, none and subject to the other provisions of this Section 5.4, neither the Company, any of the Transferor Parties Company Subsidiaries, nor any of their respective Affiliatesdirectors, officersofficers or employees, managersshall, membersand the Company shall cause its and the Company Subsidiaries’ other Representatives not to, representatives directly or agents will indirectly: (i) initiate, solicit, initiateknowingly encourage, considerknowingly induce or knowingly facilitate any inquiries or discussion regarding, encourage or accept the making of any other proposals inquiry, request, indication of interest, proposal or offers from offer that constitutes, or could reasonably be expected to lead to, any Person (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Acquisition Proposal; (ii) engage in, enter into, continue or otherwise participate in any discussions, conversations, discussions (other than informing any Person of the provisions contained in this Section 5.4(b)) or negotiations and other communications regarding, or furnish provide any information or data to any other Person any information with respect to, or otherwise knowingly cooperate in any wayway with, assist or participate in, knowingly facilitate or encourage in any way any effort by, any Person in connection with, any Acquisition Proposal or attempt any inquiry, request, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) waive, terminate, modify, amend, release or assign any provisions of any confidentiality or standstill agreement (or similar agreement) to which it is a party or fail to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining an injunction to prevent any breach of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction; (iv) approve or recommend an Acquisition Proposal, or declare advisable or execute or enter into any confidentiality agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, collaboration agreement or other Person agreement with respect to, or that is intended or could reasonably be expected to seek lead to, an Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.4(a)) or requiring or having the effect of requiring the Company to abandon, terminate or breach its obligations hereunder or fail to consummate the Mergers or the other transactions contemplated by this Agreement (an “Alternative Acquisition Agreement”); or (v) agree to or propose publicly to do any of the foregoing. Between Without limiting the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreementforegoing, each it is agreed that any violation of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to restrictions set forth in the preceding sentence by any of the foregoing. Between the date Company or any Company Subsidiary or their respective Representatives shall be deemed to be a breach of this Agreement and Section 5.4 by the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

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

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

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

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none Seller shall not, and shall cause each of the Transferor Parties nor any of Company, the Company’s Subsidiary and their respective Affiliates, managers, officers, managers, membersdirectors, representatives and agents not to, directly or agents will indirectly, (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (Aother than Buyer) relating to (i) any acquisition or purchase purchase, however structured, of all or any portion of Seller’s equity securities, the Transferor Interests Company Securities, the Subsidiary Securities or any Transferred the Assets or (Bother than the sale of the Products in the ordinary course of business consistent with past practice), (ii) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to Seller, the Business Company or the Company’s Subsidiary or (iiiii) any license or sublicense of any Know-How controlled by the Company or its Subsidiary or Product Trademark, or grant of any other right in respect of any such intellectual property right or (b) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person (other than Buyer) any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person (other than Buyer) to seek to do any of the foregoing. Between Seller immediately shall, and shall cause the date of this Agreement Company and the earlier of (a) the Closing Company’s Subsidiary and (b) the termination of this Agreement, each of the Transferor Parties immediately shall its and their respective Affiliates, managers, officers, directors, representatives and agents to, cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons (other than Buyer) conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Seller shall notify Parent promptly Buyer immediately if any such proposal or offer, or any inquiry or other contact with any Person (other than Buyer) with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contactcontact (and shall provide any written copy thereof to Buyer). Between Seller agrees not to, and to cause the date of this Agreement Company and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Company’s Subsidiary not to, without the prior written consent of the Acquiring PartiesBuyer, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party Seller, the Company or the Company’s Subsidiary is a party.

No Solicitation or Negotiation. Each of the Transferor Parties agrees Acquired Corporations shall, and shall cause its respective directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to (i) immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and (ii) not modify, waive, amend or release (A) any standstill, confidentiality or similar agreements entered into prior to the date hereof, except an Acquired Corporation may waive any prohibition contained in any such standstill, confidentiality or similar agreement that prohibits a party from proposing or disclosing to the Company Board an intent to propose any Acquisition Proposal to the extent failure to make such waiver would be inconsistent with the fiduciary duties of the Company Board under applicable Legal Requirements, as determined in good faith by the Company Board after consultation with outside counsel, or (B) any standstill, confidentiality or similar agreements entered into by an Acquired Corporation between the date hereof and the Effective Time. From the date of this Agreement and to the earlier of (a) the Closing and (b) the termination of Acceptance Date, except as set forth in this AgreementSection 6.1, none of the Transferor Parties Acquired Corporations shall, nor shall any of their respective Affiliatesthem authorize or permit any of its Representatives to, officers, managers, members, representatives directly or agents will indirectly: (i) solicit, initiate, consider, or knowingly or intentionally encourage or accept facilitate, any other inquiries, offers or proposals that constitute, or offers from would reasonably be expected to lead to, any Person (A) relating Acquisition Proposal, including, except as permitted by Section 6.1(c), amending or granting any waiver or release under any standstill or similar agreement with respect to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person any non-public information with respect to, assist or participate in any effort or attempt by any Person with respect to, or otherwise knowingly or intentionally cooperate in any wayway with, assist or participate inany Acquisition Proposal (provided, facilitate or encourage any effort or attempt by any other Person to seek to do any however, that providing notice of the restrictions set forth in this Section 6.1 to a third party in response to any such inquiry, request or Acquisition Proposal shall not, in and of itself, be deemed a breach of this Section). Notwithstanding the foregoing. Between , prior to the Acceptance Date, the Company may, to the extent the failure to take such action would be inconsistent with the fiduciary duties of the Company Board under applicable Legal Requirements, as determined in good faith by the Company Board after consultation with outside counsel, in response to an unsolicited, bona fide written Acquisition Proposal made or received after the date of this Agreement that the Company Board determines in good faith after consultation with outside counsel and its financial advisor, if any, is reasonably likely to lead to a Superior Proposal and that did not result from a breach by the earlier of Company of, or actions by its Representatives inconsistent with, this Section, and subject to compliance with Section 6.1(c), (ax) furnish non-public information with respect to the Closing Acquired Corporations to the Person making such Acquisition Proposal and its Representatives and (by) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal, if, in the termination case of either clause (x) or (y), prior to taking such action the Company enters into an Acceptable Confidentiality Agreement. Promptly following the execution of this Agreement, each the Company shall instruct its Representatives as to the restrictions set forth in this Section 6.1(a) and direct them to comply with its provisions and shall thereafter use commercially reasonable efforts to assure that the Company Representatives comply with such instructions. Notwithstanding the foregoing, it is agreed that any violation of the Transferor Parties immediately restrictions set forth in this Section 6.1(a) by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or otherwise, shall cease and cause be deemed to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date a breach of this Agreement and Section 6.1(a) by the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyCompany.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Prior to the Closing and (b) or the termination of this Agreement, none of the Transferor Parties nor Shareholders will not, and will not permit the Company, or any of their respective Affiliates, its officers, managersdirectors, membersaffiliates, employees, representatives or agents will to, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person other than the Buyer involving or relating to (A) relating to any acquisition or purchase of all any of the capital stock of the Company or any a material portion of the Transferor Interests or any Transferred Assets assets of the Company or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving that would reasonably be expected to be inconsistent with, conflict with or otherwise relating to have a material adverse effect on the Business or consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than the Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and . (b) The Shareholders will, and will cause the termination of this AgreementCompany, each of the Transferor Parties and its officers, directors, affiliates, employees, representatives or agents to, immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between foregoing prior to the date of this Agreement and hereof. (c) The Shareholders promptly will notify the earlier of (a) Buyer if either Shareholder, the Closing and (b) the termination of this AgreementCompany or any officer, each director, Affiliate, employee, representative or agent of the Transferor Parties shall notify Parent promptly if Company is approached with respect to, or are otherwise made aware of, any such proposal or offer, discussions or any inquiry such inquiries or other contact with any Person with respect thereto, is made proposals and shallwill, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Shareholders will not, and will not permit the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not Company to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company is a party, without the prior written consent of the Buyer.

No Solicitation or Negotiation. (a) Each of the Transferor Parties Seller and Audiovox agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties neither it nor any of their respective Affiliatesits directors, officersofficers or employees will, managersand that it will cause its agents, membersadvisors and other representatives (including, representatives without limitation, any investment banker, attorney or agents will accountant retained by it), not to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing nonpublic information), consider, encourage or accept take any other proposals action to facilitate, any inquiries or offers from the making of any Person proposal or offer (Aincluding, without limitation, any proposal or offer to the stockholders of Audiovox) relating that constitutes, or may reasonably be expected to lead to, any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets Competing Transaction (as hereinafter defined), or (Bii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any merger, consolidation, business combination, recapitalization, reorganization letter of intent or other extraordinary business transaction involving contract, agreement or commitment contemplating or otherwise relating to any Competing Transaction. The Seller or Audiovox, as applicable, shall notify the Business or Purchaser as promptly as practicable (ii) participate and in any discussionsevent within two (2) days after the Seller or Audiovox, conversationsas applicable, negotiations attains knowledge thereof), orally and other communications regardingin writing, if any proposal or offer, or furnish to any other Person inquiry or contact with any information person with respect tothereto, or otherwise cooperate in any wayregarding a Competing Transaction is made, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any specifying the material terms and conditions thereof and the identity of the foregoing. Between the date of this Agreement party making such proposal or offer or inquiry or contact (and the earlier of Seller or Audiovox, as applicable, shall notify the Purchaser concerning any material amendments to such proposal or offer). Audiovox shall provide the Purchaser with forty-eight (a48) hours prior notice (or such lesser prior notice as is provided to the Closing and (b) the termination of this Agreement, each members of the Transferor Parties Audiovox Board) of any meeting of the Audiovox Board at which the Audiovox Board is reasonably expected to consider any Competing Transaction. The Seller and Audiovox immediately shall cease and cause to be terminated all existing discussions, conversations, discussions or negotiations and other communications with any Persons parties conducted heretofore with respect to any of the foregoinga Competing Transaction. Between the date of this Agreement The Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees Audiovox agree not to, without the prior written consent of the Acquiring PartiesPurchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement (unless the Audiovox Board, in order to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, must waive the standstill provisions so that such Person may make a proposal or offer which may reasonably be expected to lead to a Superior Proposal) to which such Transferor Party the Seller and Audiovox is a partyparty relating to Audiovox, the Seller or the Purchased Assets. (b) Notwithstanding anything to the contrary in Section 5.06, the Audiovox Board may furnish information to, and enter into discussions with, a Person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction, and the Audiovox Board has (i) determined, in its good faith judgment (after having received the advice of a financial advisor of nationally recognized reputation), that such proposal or offer constitutes, or may be reasonably expected to lead to, a Superior Proposal (as hereunder defined), (ii) determined, in its good faith judgment after consultation with independent legal counsel (who may be Audiovox's regularly engaged independent legal counsel), that, in light of such proposal or offer, the furnishing of such information or entering into discussions is required to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, (iii) provided written notice to the Purchaser of its intent to furnish information or enter into discussions with such person, and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to Audiovox than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting Audiovox from satisfying its obligations under this Agreement). (c) Except as set forth in this Section 5.06(c), neither the Audiovox Board nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, the Audiovox Recommendation (a "Change in the Audiovox Recommendation") or approve or recommend, or cause or permit Audiovox to enter into any letter of intent, agreement or obligation with respect to, any Competing Transaction. Notwithstanding the foregoing, if the Audiovox Board determines, in its good faith judgment prior to the time of the Audiovox Stockholders' Meeting and after consultation with independent legal counsel (who may be Audiovox's regularly engaged independent legal counsel), that it is required to make a Change in the Audiovox Recommendation to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, the Audiovox Board may make a Change in the Audiovox Recommendation to recommend a Superior Proposal, but only (i) after providing written notice to the Purchaser (a "Notice of Superior Proposal") advising Audiovox that the Audiovox Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal and indicating that the Audiovox Board intends to effect a Change in the Audiovox Recommendation and the manner in which it intends (or may intend) to do so, and (ii) if the Purchaser does not, within three (3) business days of Purchaser's receipt of the Notice of Superior Proposal, make an offer that the Audiovox Board determines, in its good faith judgment (after having received the advice of a financial advisor of nationally recognized reputation) to be at least as favorable to Audiovox's stockholders as such Superior Proposal. Any disclosure that the Audiovox Board may determine that it is compelled to make with respect to the receipt of a proposal or offer for a Competing Transaction or otherwise in order to comply with its fiduciary obligations to Audiovox and its stockholders under applicable Law, including under Rule 14d-9 or 14e-2 of the rules promulgated under the Securities Exchange Act of 1934, as amended, will not constitute a violation of this Agreement.

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

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

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

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

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) the Closing The Company and (b) the termination of this Agreement, none of the Transferor Parties each Owner severally and not jointly agrees that neither it nor any of their respective its Affiliates nor any of its officers or directors or those of its Affiliates shall, and that it shall cause its and its Affiliates' employees, officers, managers, members, representatives agents and Representatives not to (and shall not authorize any of them to) directly or agents will indirectly: (i) solicit, initiate, encourage, consider, encourage facilitate or accept induce any other proposals inquiry with respect to, the making, submission or offers from announcement of, any Person Acquisition Proposal (A) relating to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or as defined in Section 8.1(c)); (ii) participate in any discussionsdiscussions or negotiations regarding, conversations, negotiations and make any other communications regarding, or furnish to any other Person any nonpublic information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to seek any Acquisition Proposal, except to do inform them as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of the foregoingintent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. Between the date of this Agreement The Company Entity and the earlier of (a) the Closing each Owner and (b) the termination of this Agreementtheir respective Affiliates and their respective officers, each of the Transferor Parties directors, employees, agents and Representatives shall immediately shall cease and cause to be terminated any and all existing discussionsactivities, conversations, discussions or negotiations and other communications with any Persons third parties conducted heretofore with respect on or prior to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and with respect to any Acquisition Proposal. (b) If the termination of this AgreementCompany, each of the Transferor Parties shall notify Parent promptly if any such proposal or offerOwner, or any of their respective Affiliates or any of their respective officers or directors, employees, agents or Representatives receives any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal, then the Company or other contact with any Person with respect theretosuch Owners, is made and as the case may be, shall, in any promptly after its receipt, provide Parent with oral and written notice of the material terms and conditions of such notice to ParentAcquisition Proposal, indicate in reasonable detail request or inquiry, and the identity of the Person or Group making such proposalAcquisition Proposal, offerrequest or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, inquiry request or contact inquiry. The Company and the terms each Owner shall not, and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees shall cause their respective Affiliates not to, without the prior written consent of the Acquiring PartiesParent, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company, or any Owner, or any of their respective Affiliates is a partyparty and which related to an Acquisition Proposal. (c) For purposes of this Agreement, the term "Acquisition Proposal" means, other than the transactions contemplated by this Agreement, any offer or proposal, relating to any transaction or series of related transactions involving: (i) any acquisition, merger, consolidation, business combination or similar transaction involving any Company Entity, (ii) the issuance or sale by any Company Entity or the acquisition by any Person of any securities or similar rights of any Company Entity, (iii) any sale, lease, exchange, transfer, license, acquisition or disposition of more than ten percent (10%) of the assets of any Company Entity, or (iv) any liquidation, recapitalization, spin-off or dissolution of any Company Entity.

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

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Prior to the Closing and (b) closing or the termination of this Agreement, none the Company and the Shareholders will not, and will not permit any of the Transferor Parties nor any of their respective Affiliates, Company's officers, managersdirectors, membersaffiliates, employees, representatives or agents will to, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person other than the Buyer involving or relating to (A) relating to any acquisition or purchase of all any of the capital stock of the Company or any a material portion of the Transferor Interests or any Transferred Assets assets of the Company or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving that would reasonably be expected to be inconsistent with, conflict with or otherwise relating to have a material adverse effect on the Business or consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than the Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and . (b) The Company and the termination of this AgreementShareholders will, each of and will cause the Transferor Parties Company's officers, directors, affiliates, employees, representatives or agents to, immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between foregoing prior to the date of this Agreement and hereof. (c) The Shareholders promptly will notify the earlier of (a) Buyer if any Shareholder, the Closing and (b) the termination of this AgreementCompany or any officer, each director, Affiliate, employee, representative or agent of the Transferor Parties shall notify Parent promptly if Company are approached with respect to, or are otherwise made aware of, any such proposal or offer, discussions or any inquiry such inquiries or other contact with any Person with respect thereto, is made proposals and shallwill, in any such notice to Parentthe Buyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between The Shareholders will not, and will not permit the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not Company to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company is a party, without the prior written consent of the Buyer.

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

No Solicitation or Negotiation. Each of During the Transferor Parties agrees that between Pre-Closing Period, Seller shall not, and Seller shall cause the date of this Agreement Board and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Transferor Parties nor any each of their respective AffiliatesAffiliates and Representatives not to, officers, managers, members, representatives directly or agents will indirectly: (i) solicit, initiate, considerknowingly induce, knowingly encourage or accept knowingly facilitate (including by way of furnishing information) any other proposals inquiries or offers from the making of any Person (A) relating proposal or offer that constitutes, or would reasonably be expected to any acquisition or purchase of all or any portion of the Transferor Interests or any Transferred Assets or (B) to enter into any mergerlead to, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or an Acquisition Proposal; (ii) participate in any discussions, conversations, discussions or negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any wayway not permitted by this Section 5.6 with any Person regarding any proposal the consummation of which would constitute an Acquisition Proposal; (iii) provide any information or data concerning Seller to any Person in connection with any proposal the consummation of which would constitute an Acquisition Proposal; or (iv) approve or recommend, assist make any public statement approving or participate inrecommending, facilitate or encourage enter into any effort agreement relating to, any inquiry, proposal or attempt by any other Person offer that constitutes, or would reasonably be expected to seek to do any of lead to, an Acquisition Proposal. Seller shall, and Seller shall cause the foregoing. Between the date of this Agreement Board, and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties their respective Representatives to, immediately shall cease and cause to be terminated all existing discussions, conversations, any discussions and negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between the date of this Agreement Acquisition Proposal, or proposal that would reasonably be expected to lead to an Acquisition Proposal, and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties shall notify Parent promptly if terminate access by any such proposal Person to any physical or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in electronic data rooms relating to any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyAcquisition Proposal.

No Solicitation or Negotiation. Each of the Transferor Parties agrees that between the date of this Agreement and the earlier of (a) Prior to the Closing and (b) or the termination of this Agreement, none of Shareholders will not, and will not permit the Transferor Parties nor Company, or any of their respective Affiliates, its officers, managersdirectors, membersaffiliates, employees, representatives or agents will to, directly or indirectly: (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person other than Buyer involving or relating to (A) relating to any acquisition or purchase of all any of the capital stock of the Company or any a material portion of the Transferor Interests or any Transferred Assets assets of the Company or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving that would reasonably be expected to be inconsistent with, conflict with or otherwise relating to have a material adverse effect on the Business or consummation of the transactions contemplated hereby, or (ii) participate in any discussions, conversations, negotiations and other communications with any Person other than Buyer regarding, or furnish to any other Person any non-public information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and . (b) Shareholders will, and will cause the termination of this AgreementCompany, each of the Transferor Parties and its officers, directors, affiliates, employees, representatives or agents to, immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons Person conducted heretofore with respect to any of the foregoing. Between foregoing prior to the date of this Agreement and hereof. (c) Shareholders promptly will notify Buyer if either Shareholders, the earlier of (a) the Closing and (b) the termination of this AgreementCompany or any officer, each director, Affiliate, employee, representative or agent of the Transferor Parties shall notify Parent promptly if Company is approached with respect to, or are otherwise made aware of, any such proposal or offer, discussions or any inquiry such inquiries or other contact with any Person with respect thereto, is made proposals and shallwill, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Shareholders will not, and will not permit the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not Company to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party the Company is a party, without the prior written consent of Buyer.

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

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

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

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

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

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

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

No Solicitation or Negotiation. Each of (1) Except with respect to a Nova II Go Shop Bidder, from and after the Transferor Parties agrees that between Go Shop Period End Time, Nova II shall, and shall cause the date of this Agreement Nova II Subsidiaries and the earlier of (a) the Closing its and (b) the termination of this Agreement, none of the Transferor Parties nor any of their respective Affiliatesdirectors, officers, managersAffiliates and Representatives, membersand shall direct each of its and the Nova II Subsidiaries’ other Representatives (to the extent acting on behalf of Nova II) to, representatives immediately cease and cause to be terminated any discussions or agents will negotiations with any person conducted theretofore with respect to any Nova II Acquisition Proposal. Except with respect to a Nova II Go Shop Bidder, from and after the Go Shop Period End Time, Nova II shall not, and shall cause the Nova II Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the Nova II Subsidiaries’ other Representatives (ito the extent acting on behalf of Nova II) not to, directly or indirectly, (I) solicit, initiate, consider, knowingly encourage or accept facilitate any other inquiries, proposals or offers from for, or engage in any Person (A) negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to any acquisition inquiry, proposal, offer or purchase of all other action that constitutes, or any portion of the Transferor Interests or any Transferred Assets or could reasonably be expected to lead to, a Nova II Acquisition Proposal, (BII) to enter into any mergeror engage in, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving Table of Contents continue or otherwise relating to the Business or (ii) participate in any discussions, conversations, discussions or negotiations and other communications regardingregarding or otherwise in furtherance of, or furnish to any other Person person any information in connection with or for the purpose of encouraging or facilitating, any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or otherwise to obtain, a Nova II Acquisition Proposal, (III) release any person from or fail to enforce any confidentiality, “standstill” or similar obligation to Nova II or any of the Nova II Subsidiaries, or (IV) approve, recommend or enter into any letter of intent or similar document, agreement, commitment, arrangement, understanding, contract or agreement in principle (whether binding or not) with respect to, contemplating or otherwise cooperate relating to a Nova II Acquisition Proposal; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Nova II shall be permitted to waive or to not enforce any wayprovision of any confidentiality, assist “standstill” or participate insimilar obligation to permit a person to make a confidential Nova II Acquisition Proposal directly to the Nova II Board Special Committee if the Nova II Board Special Committee determines in good faith after consultation with outside legal counsel and outside financial advisors that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the Nova II directors’ duties under applicable Law. Upon the Go Shop Period End Time, facilitate Nova II shall, and shall cause the Nova II Subsidiaries and their respective directors, officers, Affiliates and Representatives to: (1) withdraw and terminate access that was granted to any person (other than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) to any “data room” (virtual or encourage physical) that was established with respect to or in connection with any effort Nova II Acquisition Proposal or attempt by potential Nova II Acquisition Proposal and (2) exercise and use commercially reasonable efforts to enforce any contractual rights available to Nova II to cause each person (other Person than any Nova II Go Shop Bidder and the Other Parties and their respective Representatives) who received non-public or confidential information of Nova II or any Nova II Subsidiary to seek promptly return to do Nova II or destroy such information. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of the Nova II Requisite Vote, Nova II, the Nova II Subsidiaries and their respective Representatives may continue to take any of the foregoing. Between the date of this Agreement and the earlier of (aactions described in Section 6.02(a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any proposals or offers regarding any Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Nova II Acquisition Proposal submitted by a Nova II Go Shop Bidder after the Go Shop Period End Time if the Nova II Board Special Committee has determined in good faith after consultation with outside legal counsel that such Nova II Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Nova II Superior Proposal; provided that a Nova II Go Shop Bidder shall cease to be a Nova II Go Shop Bidder if the negotiations between Nova II and such Nova II Go Shop Bidder with respect to the Nova II Acquisition Proposal that resulted in such Nova II Go Shop Bidder becoming a Nova II Go Shop Bidder shall have been terminated. (2) Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, the Nova II Requisite Vote is obtained, Nova II and its Representatives may (A) provide information in response to a request therefor by a person or persons who has made a written Nova II Acquisition Proposal that did not result from a breach of Section 6.02(b)(1) (provided that Nova II (x) receives from the person or persons so requesting such information an executed confidentiality agreement (containing provisions limiting the use and disclosure of non-public written and oral information furnished to such person by or on behalf of Nova II at least as favorable to Nova II as the provisions of the Confidentiality Agreement), and (y) as contemplated below, Nova II discloses to the Other Parties (and provides copies to the Other Parties of) such written Nova II Acquisition Proposal and concurrently furnishes, makes available or provides access to any nonpublic information provided to such person or persons to the extent not previously so provided to such Other Party), and (B) engage or participate in any discussions or negotiations with any person who has made such a written Nova II Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (A) or (B) above, the Nova II Board Special Committee has either determined that such Nova II Acquisition Proposal constitutes a Nova II Superior Proposal or Table of Contents determined in good faith after consultation with outside legal counsel and outside financial advisors that such Nova II Acquisition Proposal could reasonably be expected to lead to a Nova II Superior Proposal. Without limiting the foregoing. Between , it is understood that any violation of the date foregoing restrictions by the Representatives or Affiliates of Nova II or any Nova II Subsidiary shall be deemed to be a breach of this Agreement Section 6.02 by Nova II. (3) As soon as is reasonably practicable (and in any event no later than twenty-four (24) hours) after the earlier Go Shop Period End Time, Nova II will notify the Other Parties in writing (i) if any Nova II Go Shop Bidders remain at such time, (ii) of (athe identity of such Nova II Go Shop Bidder(s) the Closing and (biii) concerning the termination of this Agreement, each material terms and conditions of the Transferor most recent Nova II Acquisition Proposal received from such Nova II Go Shop Bidder(s) (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such developments, discussions or negotiations or receipt of materials) (x) keep the Other Parties shall notify Parent promptly if reasonably informed of all material developments, discussions and negotiations concerning any such proposal Nova II Acquisition Proposal and (y) provide the Other Parties with any written supplements or offerwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Without limiting the foregoing, from and after the Go Shop Period End Time, Nova II will promptly (and in any event no later than twenty-four (24) hours after receipt thereof) notify the Other Parties in writing if (A) any Nova II Acquisition Proposal is received by Nova II, (B) any request for information relating to Nova II or any inquiry Nova II Subsidiary is received by Nova II or other contact any Nova II Subsidiary from any person who informs Nova II or any Nova II Subsidiary that it is considering making or has made a Nova II Acquisition Proposal or (C) any discussions or negotiations are sought to be initiated with Nova II regarding any Person with respect theretoNova II Acquisition Proposal, in each case from a person that is made not a Nova II Go Shop Bidder, and shall, in any such notice to Parentthe Other Parties, indicate in reasonable detail the identity of the Person making such proposalperson making, offer, inquiry or contact and the material terms and conditions of, such Nova II Acquisition Proposal, request or inquiry (and shall include with such notice copies of any written Nova II Acquisition Proposal, including any proposed transaction agreement), and thereafter shall promptly (and in any event no later than twenty-four (24) hours after the occurrence of such proposaldevelopments, offerdiscussions or negotiations or receipt of materials) (x) keep the Other Parties reasonably informed of all material developments, discussions and negotiations concerning any such Nova II Acquisition Proposal, request or inquiry and (y) provide the Other Parties with any written supplements or other contactwritten additions to any written Nova II Acquisition Proposal, including any revisions to any proposed transaction agreement. Between Neither Nova II nor any Nova II Subsidiary will enter into any agreement with any person subsequent to the date of this Agreement and that prohibits Nova II from providing any information to the earlier of (a) the Closing and (b) the termination of Other Parties in accordance with this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partySection 6.02.

No Solicitation or Negotiation. Each of the Transferor Parties Parent and the Sellers jointly and severally agrees that between that, except as may be required by applicable law, until the date of this Agreement and the earlier is terminated, it shall not, directly or indirectly, through any officer, director, agent or representative of it or its Subsidiaries or otherwise, (a) the Closing and (b) the termination of this Agreementsubmit, none of the Transferor Parties nor any of their respective Affiliates, officers, managers, members, representatives or agents will (i) solicit, initiate, considerencourage or discuss any bid, encourage proposal or offer from any Person or enter into any Contract or accept any other proposals or offers from any Person (A) offer relating to or to consummate any acquisition (i) reorganization, liquidation, dissolution or purchase of all or any portion recapitalization of the Transferor Interests or any Transferred Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or Seller; (ii) participate in merger or consolidation involving the Seller; (iii) purchase or sale of any discussionsof the assets or capital stock, conversationsOptions, negotiations and stock appreciation rights, phantom stock options or other communications regardingsimilar equity based participations (or any rights to acquire, or securities convertible into or exchangeable for, any such capital stock, Options, stock appreciation rights, phantom stock options or other such securities) of the Seller (other than a purchase or sale of inventory and worn-out or obsolete assets in the ordinary course of business consistent with past custom and practice and in accordance with the terms of this Agreement); (iv) similar transaction or business combination involving the Seller or its assets; or (v) acquisition by the Seller of other businesses, whether by the purchase of assets or capital stock of another Person, (b) engage in discussions or negotiations with any Person other than the Purchaser with respect to, furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, in or facilitate or encourage in any other manner any effort or attempt by any other Person to do or seek to do any of the foregoing. Between , or (c) accept any competing offer or proposal prior to the date expiration of the period described in this Agreement Section 6.3; provided however, nothing herein shall limit or restrict in any way the Seller from communicating with its legal, accounting and other professional advisors or lenders for the earlier purpose of (a) facilitating the Closing and (b) the termination of transactions contemplated by this Agreement, each of the Transferor Parties immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties The Sellers shall notify Parent promptly the Purchaser immediately if any such proposal or offer, or Person makes any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to Parent, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and to the terms and conditions Sellers or, to the Sellers’ knowledge, any other Person for the purpose of such proposal, offer, inquiry effectuating one or other contact. Between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, each more of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyforegoing transactions.

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

No Solicitation or Negotiation. Each of the Transferor Parties Seller agrees that between the date of this Agreement and the earlier of (ai) the Closing and (bii) the termination of this Agreement, none of the Transferor Parties Seller nor any of their respective Affiliatesits Affiliates (including the Company), directors, officers, managers, members, representatives or agents will will: (ia) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any direct acquisition or purchase of all Company's equity interests or any portion material assets of Company (other than inventory to be sold in the Transferor Interests or any Transferred Assets ordinary course of business consistent with past practice) (a "Bandwidth Acquisition Proposal") or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Business or (iib) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek or to do any of the foregoingconsummate a Bandwidth Acquisition Proposal. Between the date of this Agreement Seller and the earlier of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties Company immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Between For the date avoidance of this Agreement and doubt, the earlier foregoing provision shall in no way restrict the ability of Seller to solicit, initiate, encourage or accept any other proposals or offers from any Person relating to, nor shall the term "Bandwidth Acquisition Proposal" be deemed to include: (ai) the Closing and any acquisition or purchase of, or tender offer for, all or any portion of Seller's equity securities, (bii) the termination of this Agreementany merger, each of the Transferor Parties consolidation or business combination with Seller, or (iii) any other extraordinary business transaction involving or otherwise relating to Seller. Seller shall promptly notify Parent promptly Buyer if any such proposal Bandwidth Acquisition Proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to ParentBuyer, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Between Except as otherwise required by law, Seller shall hold the date specific terms of this Agreement and confidential in the earlier event of (a) the Closing and (b) the termination of this Agreement, each of the Transferor Parties agrees not to, without the prior written consent of the Acquiring Parties, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Transferor Party is a partyunsolicited Bandwidth Acquisition Proposal.