Common use of No Solicitation Clause in Contracts

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each Stockholder(i) The Seller and its subsidiaries and their respective officers, solely in its capacity directors, employees, representatives, agents or affiliates shall cease any discussion or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as a stockholder of the Company, hereinafter defined). The Seller shall not, nor shall it permit any of its Subsidiaries to, and it shall direct use its Representatives involved in the Contemplated Transactions best efforts to cause its officers, directors, employees, agents or affiliates not to: (i) , directly or indirectly initiateindirectly, (A) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking knowingly take any other action) action to facilitate, any inquiries, proposals or offers, inquiries or the making of any submission proposal which constitutes, or announcement of any inquiry, proposal or offer that constitutes or could may reasonably be expected to lead to to, any Acquisition ProposalProposal (as defined in this Section 5(h)), or (iiB) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to regarding any Acquisition Proposal; provided, (iii) provide any non-public information tohowever, or afford access that if the board of directors of the Seller determines in good faith, after consultation with, and in part based on the advice of outside counsel, that it is required to do so in order to comply with its fiduciary duties to the businessSeller’s stockholders under applicable law, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative Seller may, solely in response to an inquiry unsolicited Acquisition Proposal, and subject to compliance with Section 5(h)(iii), (X) furnish information with respect to the Seller to any Person making such unsolicited Acquisition Proposal pursuant to an executed confidentiality agreement with such Person, and (Y) participate in discussions or proposal that did not result from a material breach negotiations regarding such Acquisition Proposal. For purposes of this Section 4.6Agreement, inform “Acquisition Proposal” means any bona fide proposal or offer from any Person relating to any merger, consolidation, business combination, sale or a Person that has made or, to the Knowledge significant amount of assets outside of the Stockholder or its Representative (as applicable)Ordinary Course of Business, is considering making an Acquisition Proposal sale of shares of capital stock outside of the restrictions Ordinary Course of this Section 4.6 and of Business, tender or exchange offer or similar transaction involving the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investorDivision, the term Division Subsidiaries or the Acquired Assets; provided however, for the avoidance of doubt, that “RepresentativeAcquisition Proposal” (a) shall not include any general partner joint venture agreement entered into by any of such Stockholder Seller, its Napster Division, or those of its Subsidiaries that is still affiliated with such Stockholderare included in its Napster Division or any merger, but (b) shall exclude consolidation, business combination, sale of a significant amount of assets, sale of shares of capital stock, tender or exchange offer of similar transaction involving Seller or any of those Subsidiaries that are included in Seller’s Napster Division or any Excluded Asset (i) which does not involve any limited partner, of the Acquired Assets and (ii) the consummation of which will in no way prevent or impair in any general partner that is no longer affiliated material respect the Transaction or impair the ability of Buyer to operate the Division in a manner consistent with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) its operation by Seller prior to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderClosing Date.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, Stockholder shall not, shall cause such Stockholder’s Controlled Affiliates not to, and shall direct its use reasonable best efforts to cause the Representatives involved in the Contemplated Transactions of such Stockholder and such Stockholder’s Controlled Affiliates not to, directly or indirectly: (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, ; (ii) directly furnish any non-public information regarding the Company to any third party in connection with an Acquisition Proposal; (iii) engage in or indirectly engage in, enter into or participate in any otherwise facilitate discussions or negotiations with any Person third party with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, ; (iv) adopt, approve, endorse or recommend or publicly propose to adopt, approve endorse or recommend, any Acquisition Proposal or enter into any agreement in principle, letter of intent, term sheetsupport agreement or similar document, merger agreement, purchase agreement, acquisition agreement, option commitment or agreement or other similar instrument in principle relating to or facilitating an Acquisition Proposal, ; (v) recommend become a member of a “group” (as defined in Section 13(d)(3) under the Exchange Act) with respect to any other holder voting securities of the Company Common Stock to not tender shares for the purpose of Company Common Stock in opposing, discouraging or competing with or taking any actions inconsistent with the Offer transactions contemplated by this Agreement or the Merger Agreement or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its cause such Stockholder’s Controlled Affiliates and shall use reasonable best efforts to cause the Representatives involved in the Contemplated Transactions of such Stockholder and such Stockholder’s Controlled Affiliates to, immediately cease and cause to be terminated any solicitation, discussionsexisting solicitations of, or discussions or negotiations with with, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect third party relating to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding anything to the foregoingcontrary set forth in this Agreement, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made orif and only if (i) the Company, to the Knowledge extent permitted by Section 5.2 of the Stockholder or its Representative (as applicable)Merger Agreement, is considering making participating in discussions or negotiations with a Person who has submitted an Acquisition Proposal (such Person, an “Engaged Bidder”), (ii) such Stockholder’s negotiations and discussions with such Engaged Bidder are in conjunction with the Company’s discussions and negotiations with such Engaged Bidder and (iii) such Stockholder does not take any action that the Company would be prohibited from taking pursuant to Section 5.2 of the restrictions Merger Agreement, each Stockholder may (x) participate in discussions and negotiations with such Engaged Bidder and (y) privately (except as required by applicable Law) discuss and privately (except as required by applicable Law) confirm to the Company and such Engaged Bidder the willingness of this such Stockholder and such Stockholder’s Controlled Affiliates to sign a voting agreement in connection with such Acquisition Proposal in the event of any termination of the Merger Agreement pursuant to Section 4.6 and 8.1(f) of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred4.1, “Acquisition Proposal” shall have the actions meaning ascribed to such term in the Merger Agreement but shall also include any Transfer of any of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderCovered Shares other than a Permitted Transfer.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder (a) Neither of the CompanyCompanies shall, shall notdirectly or indirectly, and shall direct its Representatives involved in through any officer, director, employee, stockholder, financial advisor, agent or other representative (including any investment banker, attorney or accountant retained by the Contemplated Transactions not to: Companies or by any of their subsidiaries or stockholders) (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other actionfurnishing information) any inquiries, inquiries or proposals or offersthat constitute, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could would reasonably be expected to lead to, (x) a breach of this Agreement or the Voting Agreement or otherwise interfere in any material respect with the completion of the Mergers or (y) a proposal or offer for an Alternative Transaction (as defined below) involving either of the Companies or any of their subsidiaries (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) participate or engage in negotiations or discussions concerning, or provide any non-public information to any person relating to, or otherwise facilitate any effort or attempt to make or implement, any Acquisition Proposal, or (iiiii) directly agree to or indirectly engage inrecommend to its stockholders any Acquisition Proposal; provided, enter into or participate however, that nothing contained in this Agreement shall prevent either Company from complying with Rule 14e-2 under the Exchange Act with respect to an Acquisition Proposal. The Companies agrees that they will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person persons (other than Parent and GC Merger Sub) conducted heretofore with respect to any Acquisition Proposal, (iii) provide . The Companies agrees not to release any non-public information toother person from, or afford access to the business, properties, assets, books or records of the Company towaive any provision of, any Person (other than Parent, Purchaser, standstill agreement to which it is a party or any designees of Parent confidentiality agreement between it and another person who has made or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could who may reasonably be expected considered likely to lead to make an Acquisition Proposal. Notwithstanding The Companies agrees that they will take the foregoing, such Stockholder necessary steps to inform promptly the individuals or its Representative may, solely entities referred to in response to an inquiry or proposal that did not result from a material breach the first sentence of this Section 4.6, inform a Person that has made or, to the Knowledge 5.12 of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of obligations undertaken in this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder5.12.

No Solicitation. Each StockholderMedicus and its subsidiaries and the officers, solely in directors, employees or other agents of Medicus and its capacity as a stockholder of the Company, shall subsidiaries will not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly, (i) directly or indirectly initiate, take any action to solicit, initiate or knowingly encourage any Takeover Proposal (defined below) or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly subject to the terms of the immediately following sentence, engage in negotiations with, or indirectly engage in, enter into disclose any nonpublic information relating to Medicus or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information of it subsidiaries to, or afford access to the business, properties, assets, books or records of the Company Medicus or any of its subsidiaries to, any Person (other than Parent, Purchaserperson that has advised Medicus that it may be considering making, or any designees that has made, a Takeover Proposal; provided, however, that nothing herein shall prohibit Medicus' Board of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating Directors from taking and disclosing to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Medicus' stockholders a position with respect to any Acquisition Proposal a tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the immediately preceding sentence, if an unsolicited Takeover Proposal, or potential Acquisition Proposal an unsolicited written expression of interest that could can reasonably be expected to lead to an Acquisition a Takeover Proposal. Notwithstanding , shall be received by the foregoingBoard of Directors of Medicus, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made orthen, to the Knowledge extent the Board of the Stockholder or Directors of Medicus believes in good faith (after consultation with its Representative (as applicable), is considering making an Acquisition financial advisor) that such Takeover Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For claritywould, if consummated, result in a transaction more favorable to Medicus' stockholders from a financial point of view than the transaction contemplated by the Agreement (any such Stockholder more favorable Takeover Proposal being referred to in this Agreement as a "Superior Proposal") and the Board of Directors of Medicus determines in good faith after consultation with outside legal counsel that it is a venture capital or private equity investornecessary for the Board of Directors of Medicus to comply with its fiduciary duties to stockholders under applicable law, Medicus and its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other representatives retained by it may furnish in connection therewith information and take such other actions as are consistent with the term “Representative” (a) shall include any general partner fiduciary obligations of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such StockholderMedicus' Board of Directors, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do such actions shall not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether be considered a breach of this Section 4.6 has occurred4.3 or any other provisions of this Agreement, the actions provided that in each such event Medicus notifies QuadraMed of such Stockholder’s directors determination by the Medicus Board of Directors and Representatives acting provides QuadraMed with a true and complete copy of the Superior Proposal received from such third party, if the Superior Proposal is in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholderwriting, or a complete written summary thereof, if it is not in writing, and provides QuadraMed with all documents containing or referring to non-public information of Medicus that are supplied to such Stockholder shall be responsible for any breach third party; provided further, that (A) the Board of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf Directors of such Stockholder.Medicus has determined, with the advice of Medicus' investment bankers, that

No Solicitation. Each StockholderFrom and after the date hereof, solely in its capacity as a stockholder of the Company, Company shall not, and shall direct not authorize or permit any of its Representatives involved in the Contemplated Transactions not Subsidiaries or any of its or its Subsidiaries’ directors, officers, employees, agents or representatives to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, inquiries or the making of any submission proposal with respect to any merger, liquidation, recapitalization, consolidation or announcement other business combination involving the Company or any of its Subsidiaries or acquisition of any inquirycapital stock or any material portion of the assets of the Company or any of its Subsidiaries, or any combination of the foregoing (any such proposal or offer that constitutes transaction, other than any such proposal by Parent, Merger Sub or could reasonably be expected to lead to any their respective directors, officers, employees, agents and representatives, an “Acquisition Proposal”), (ii) directly or indirectly engage in, enter into or participate in have any discussions with or negotiations with provide any Person with respect confidential information or data to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument person relating to an Acquisition Proposal, (v) recommend or engage in any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer negotiations concerning an Acquisition Proposal or (viiii) resolve approve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussionsrecommend, or negotiations with any Person (other than Parent, Purchaserpropose to approve or recommend, or execute or enter into, any designees letter of Parent intent, agreement in principle, or Purchaser) with respect agreement to any Acquisition Proposal Proposal; provided, however, that at any time prior to the Company Meeting the Company may furnish information and hold discussions in respect of any such proposal received that was not solicited or potential knowingly encouraged by the Company if (x) the Special Committee determines in good faith, following consultation with counsel, that failure to do so would constitute or result in a breach of its fiduciary duties under applicable law and (y) prior to providing any information pursuant to this proviso, the Company shall have entered into a confidentiality agreement with such third party on customary terms. The Company will promptly (within one business day) following receipt of any Acquisition Proposal that could reasonably be expected to lead to an advise Parent of the substance thereof (including the identity of the person making such Acquisition Proposal), and will keep Parent apprised of any related developments, discussions and negotiations (including the terms and conditions of the Acquisition Proposal) on a current basis (and, in any event, within 48 hours of the occurrence of such developments, discussions or negotiations). Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach For purposes of this Section 4.6Agreement, inform a Person that has made or, to “Superior Proposal” means a bona fide written Acquisition Proposal which the Knowledge Board of Directors of the Stockholder or Company, acting upon the recommendation of the Special Committee (after consultation by such committee with its Representative (as applicablefinancial advisors and legal advisors), is considering making an Acquisition Proposal concludes in good faith, taking into account all legal, financial, regulatory and other aspects of the restrictions of this Section 4.6 proposal and of the Merger Agreement. For clarityperson making the proposal (including any break-up fees, if such Stockholder is a venture capital or private equity investorexpense reimbursement provisions and conditions to consummation), the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partneris more favorable to the stockholders of the Company, from a financial point of view, than the transactions contemplated by this Agreement and (ii) any general partner that is no longer affiliated with fully financed or reasonably capable of being fully financed and otherwise reasonably capable of being completed on the terms proposed, without taking into account whether or not Parent would acquiesce to such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees transaction; provided that, for purposes of determining whether a breach this definition of “Superior Proposal,” the term “Acquisition Proposal” shall have the meaning assigned to such term in this Section 4.6 has occurred6.03, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder except that “Acquisition Proposal” shall only be deemed to be refer to a transaction involving the actions acquisition of such Stockholder, a majority of the voting securities of the Company or all or substantially all of the consolidated assets of the Company and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderSubsidiaries.

No Solicitation. Each Stockholder(a) During the term of this Agreement, solely in its capacity as a stockholder of the Company, Stockholders shall not, nor shall they permit any of their Subsidiaries or any officer or employee of any Stockholder or any of their Subsidiaries to, nor shall they authorize any director of, or any Representative (as defined in the Merger Agreement) of, any Stockholder or any of their Subsidiaries to, and shall direct its Representatives involved in the Contemplated Transactions instruct each of them not to, except, if any of them is a director of the Company or any Stockholder, as the case may be, as required in order to comply with such individual’s fiduciary duties as a director of the Company or any Stockholder, as the case may be, as specifically permitted by Section 3.06, directly or indirectly: (i) directly or indirectly initiate, solicit, initiate or knowingly induce or encourage the submission of, any Company Takeover Proposal (as hereinafter defined); (ii) enter into any letter of intent or knowingly facilitate (including by way of agreement in principle or any agreement providing information for, relating to or taking in connection with, any other action) Company Takeover Proposal or any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to a Company Acquisition Transaction (as hereinafter defined); (iii) approve, endorse or recommend any Acquisition Company Takeover Proposal; (iv) enter into, (ii) directly continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with any Person with respect to any Acquisition Company Takeover Proposal; or (v) furnish any non-public information regarding the Company or any of its Subsidiaries to, or afford access to the properties, books and records of the Company to, any Person in connection with or in response to any Company Takeover Proposal; provided, however, that nothing contained in this Agreement shall prohibit any Stockholder or its board of directors, directly or indirectly through any of its officers, directors, employees or Representatives, prior to obtaining the Manchester Shareholder Approval, from taking any of the actions described in clauses (iiiiv) provide and (v) above in response to any unsolicited bona fide Company Takeover Proposal that the board of directors of Manchester concludes in good faith, after consultation with its outside financial advisors, constitutes or is reasonably expected to result in, a Superior Proposal (as hereinafter defined) if (and only if) (1) the board of directors of Manchester concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action with respect to such Company Takeover Proposal would be inconsistent with the exercise by the board of directors of its fiduciary duties to Manchester (including to the shareholders of Manchester) under applicable Law and (2) prior to furnishing any non-public information to, or afford access entering into discussions or negotiations with, the Person making such Company Takeover Proposal (the “Third Party”), (x) the Stockholders receive from such Third Party an executed confidentiality agreement with provisions not less favorable to the business, properties, assets, books Stockholders or records of the Company to, any Person than those contained in the Confidentiality Agreement (other than Parent, Purchaser, or any designees of Parent or Purchaseras defined in the Merger Agreement) and (y) the Stockholders provide to Emerald and the Company in connection accordance with any Acquisition Proposal, (ivSection 3.04(b) the information required under Section 3.04(b) to be delivered by the Stockholders to Emerald. The Stockholders agree that they and their Subsidiaries shall not enter into any confidentiality agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect subsequent to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach date of this Section 4.6, inform a Person Agreement that has made or, prohibits the Stockholders from providing information to the Knowledge of Company and Emerald that is required to be provided to the Stockholder Company or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of Emerald under this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder3.04.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize (and shall direct use its Representatives involved in best efforts not to permit) any affiliate, officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of the Contemplated Transactions not Company or any of its Subsidiaries to: , (i) solicit or initiate, or encourage, directly or indirectly initiateindirectly, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offersinquiries relating to, or the making of any submission or announcement of any inquiryof, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to regarding any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, or furnish to any Person any information or data with respect to or provide access to the properties of the Company or any of its Subsidiaries, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (iviii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential approve or resolve to approve any Acquisition Proposal Proposal; provided, that could nothing contained in this Section 5.3 or any other provision hereof shall prohibit the Company or the Company’s board of directors from (x) taking and disclosing to the Company’s stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or (y) making such disclosure to the Company’s stockholders as, in the good faith judgment of the Company’s board of directors, pursuant to advice from independent legal counsel, is reasonably be expected to lead be required under applicable law, provided that Company may not, except as permitted by Section 5.3(b), withdraw or modify, or propose to an withdraw or modify, the Company Board Recommendation or approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, such Stockholder prior to the time of acceptance of Company Common Stock for payment pursuant to the Offer, the Company may furnish information concerning its businesses or its Representative maySubsidiaries, solely properties or assets to any Person or “group” (as defined in response the Exchange Act and the rules promulgated thereunder) and may negotiate and participate in discussions and negotiations with such Person or group whether or not such Person or group has had previous discussions or negotiations with the Company concerning a Superior Proposal (as defined below), provided that such Person or group shall have entered into a confidentiality agreement, the confidentiality provisions of which shall be no more favorable to an inquiry or proposal such third party than those provided for in the Confidentiality Agreement (provided that did not result from a material breach such confidentiality agreement must permit the Company to disclose to Parent all of the information required to be disclosed by the Company to Parent by this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a5.3) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.if:

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct it permit any of its Representatives involved in Subsidiaries to, or authorize or permit any director, officer or employee of the Contemplated Transactions not Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicitnegotiate or encourage, or knowingly encourage or knowingly facilitate (including by way of providing information or taking take any other actionaction knowingly to facilitate, any Takeover Proposal (as defined below) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person person any information with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company tootherwise cooperate in any way with, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Takeover Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining approval of clauses the Company's shareholders as contemplated by Section 6.02 hereof, the Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith is reasonably likely to result in an Adverse Recommendation Change (ias defined below) to or, after consultation with its independent financial advisors, constitutes a Superior Proposal (iiias defined below), who do and which Takeover Proposal was unsolicited and did not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether otherwise result from a breach of this Section 4.6 has occurred6.04, (x) furnish information with respect to the actions of Company and its Subsidiaries to the person making such Stockholder’s directors Takeover Proposal (and Representatives acting in their authorized capacities its representatives) pursuant to a confidentiality agreement with terms not more favorable to such person than the Confidentiality Agreement, provided that all such information is provided on behalf of such Stockholder shall be deemed a prior or substantially concurrent basis to be the actions of such StockholderParent, and (y) participate in discussions or negotiations with the person making such Stockholder Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that the Company shall be responsible for have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. The Company will immediately cease all existing activities, discussions and negotiations with any breach parties conducted heretofore with respect to any Takeover Proposal and request the return of this Section 4.6 by its directors all confidential information regarding the Company and Representatives acting in their authorized capacities on behalf ELF provided to any such parties prior to the date hereof pursuant to the terms of such Stockholderany confidentiality agreements or otherwise.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, Seller shall not, and shall direct each of its Representatives involved in the Contemplated Transactions subsidiaries and their respective officers, employees, representatives and agents not to: (i) , directly or indirectly initiateindirectly, solicitinduce, solicit or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any initiate discussions or negotiations with any Person with respect to any Acquisition Proposalwith, (iii) or provide any non-public information to, any corporation, partnership, person or afford access to the businessother entity or group concerning any merger, properties, sales of substantial assets, books sales of shares of capital stock or records similar transactions involving Seller or any subsidiary or division of Seller if such transaction involves the Business or any of the Company to, any Person Assets (other than Parent, Purchaser, "Alternative Proposal") or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement with respect thereto; provided that, prior to the receipt of the Seller Shareholders' Approval and upon receipt of advice of Seller's legal counsel that such provision, discussion or negotiation is required pursuant to fiduciary obligations under applicable law, Seller may provide information (including non-public information, but only pursuant to a confidentiality agreement in principlecustomary form, letter including customary standstill provisions), and enter into (or induce) discussions or negotiations with, any person who has made a bona fide unsolicited Alternative Proposal in respect of intentsuch a transaction which the Board of Directors of Seller in good faith determines is a better offer than the transactions contemplated by this Agreement. Seller will promptly communicate to Purchaser the terms of any Alternative Proposal (including the maker thereof) which it may receive in respect of all such transactions prohibited by the foregoing and keep Purchaser informed of the status and material information with respect to such discussions or negotiations. Nothing in this Section 9(d) shall (x) permit Seller to terminate this Agreement (except as specifically provided in Section 17, term sheet, merger agreement, purchase agreement, acquisition agreement, option (y) permit Seller to enter into any agreement or other similar instrument relating with respect to an Acquisition ProposalAlternative Proposal for so long as this Agreement remains in effect (it being agreed that for so long as this Agreement remains in effect, (v) recommend Seller shall not enter into any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer agreement with any person or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussionsgroup that provides for, or negotiations with in any Person way facilitates, an Alternative Proposal (other than Parent, Purchasera confidentiality agreement under the circumstances described above)), or (z) affect any designees other obligation of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of Seller under this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each Stockholder(a) From the date of this Agreement to the Effective Time, solely in its capacity as a stockholder of unless this Agreement is terminated earlier pursuant to Article VIII, the Company, Company shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any Representative of, the Company or any Company Subsidiary to, and the Company shall direct cause its and the Company Subsidiaries’ Representatives involved in the Contemplated Transactions not to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicitnegotiate, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other actionfurnishing non-public information) any inquiries, proposals or offers, or the making submission of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Company Takeover Proposal, (ii) directly or indirectly engage in, enter into any agreement with respect to any Company Takeover Proposal or (iii) participate in any discussions or negotiations with regarding, or furnish to any Person person any information with respect to, or take any other action to facilitate any Acquisition inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company or the Company Subsidiaries to, any Person (other than Parentthat made a Company Takeover Proposal or to any Person that has disclosed to the Company that it is contemplating making a Company Takeover Proposal; provided, Purchaserhowever, that, prior to the consummation of the Merger, in addition to Section 5.02(b), the Company may, in response to an unsolicited bona fide Company Takeover Proposal which did not result from a breach of this Section 5.02(a) and which the Company Board determines, in good faith, after consultation with its outside legal counsel and financial advisors, is, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could may reasonably be expected to lead to, a Superior Company Proposal, and subject to an Acquisition Proposal. Notwithstanding the foregoingcompliance with Section 5.02(c), such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, (x) furnish information with respect to the Knowledge of Company to the Stockholder or person making such Company Takeover Proposal and its Representative Representatives pursuant to a customary confidentiality agreement (as applicablewhich shall have terms and conditions no less favorable than those in the Confidentiality Agreement), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital (y) participate in discussions or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated negotiations with such Stockholderperson and its Representatives regarding any Company Takeover Proposal and (z) take, but and disclose to the Company’s stockholders, a position with respect to any tender offer or exchange offer by a third party or amend or withdraw such position in accordance with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act (b) provided that the Company Board shall exclude (i) any limited partner, (ii) any general partner not recommend that is no longer affiliated the Company’s stockholders tender their shares of capital stock in the Company in connection with such Stockholder, and (iii) any employees tender offer or other Representatives, in each case of clauses (i) to (iiiexchange unless the Company has complied with Section 5.02(b), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder).

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, The Company shall not, and shall direct not permit any of its Representatives involved in the Contemplated Transactions not Subsidiaries and their respective officers, directors, employees, representatives (including its investment bankers or attorneys), agents or affiliates to: (i) , directly or indirectly initiateindirectly, encourage, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into initiate or participate in any way in any discussions or negotiations with any Person with respect to any Acquisition Proposalwith, (iii) or provide any non-public information to, or afford any access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise assist or facilitate, any Person corporation, partnership, person or other entity or group (other than Parent, Purchaser, Parent or Sub or any designees affiliate or associate of Parent or PurchaserSub) concerning any Acquisition Transaction (as defined in connection Section 6.11 herein) or potential Acquisition Transaction; PROVIDED, HOWEVER, that nothing contained in this Agreement shall prohibit the Board of Directors of the Company from furnishing information to or entering into discussions or negotiations with any Acquisition Proposal, (iv) enter into any agreement person or entity that makes an unsolicited bona fide proposal to engage in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition ProposalTransaction that the Board of Directors of the Company determines in good faith represents a financially superior transaction for the stockholders of the Company when compared to the Offer and the Merger if, (vand only to the extent that, the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that failure to take any such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law; and PROVIDED FURTHER, HOWEVER, that nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) recommend promulgated under the Exchange Act. The Company will promptly notify Parent and Sub if any other holder such information is requested from it or any such negotiations or discussions are sought to be initiated with the Company and will promptly communicate to Parent and Sub the terms of Company Common Stock to not tender shares any proposal or inquiry and the identity of Company Common Stock the party making such proposal or inquiry which it may receive in respect of any such transaction, including, in the Offer case of written proposals or inquiries, furnishing Parent and Sub with a copy of such written proposal or inquiry (vi) resolve or agree and all amendments and supplements thereto). Subject to do any the first sentence of this Section 6.02, the foregoing. Each Stockholder shallCompany will and will cause its Subsidiaries, affiliates and shall direct its Representatives involved in the Contemplated Transactions totheir respective officers, directors, employees, representatives and agents to immediately cease and cause to be terminated any solicitationexisting activities, discussions, or negotiations with any Person (parties other than Parent, Purchaser, Sub or any designees of Parent their respective affiliates or Purchaser) associates conducted heretofore with respect to any Acquisition Proposal Transaction. Except as is required in the exercise of the fiduciary duties of the Board of Directors of the Company as determined in good faith, following the receipt of advice of outside legal counsel, the Company agrees not to release any third party from any confidentiality or potential Acquisition Proposal that could reasonably be expected standstill agreement to lead which the Company is a party without Parent's prior written consent and to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder take all steps deemed necessary or its Representative may, solely in response appropriate by Parent to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, enforce to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if fullest extent possible all such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderagreements.

No Solicitation. Each Stockholder(a) The Company shall, solely and shall cause each of its Subsidiaries, and shall cause their respective officers, directors, representatives and agents (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) (collectively, “Company Representatives”) to, immediately cease any existing discussions or negotiations, if any, with any Third Party that may be ongoing with respect to an Acquisition Proposal and will use its best efforts to cause all Persons other than Parent who have been furnished with confidential information regarding the Company in connection with the solicitation of or discussions regarding an Acquisition Proposal within the 12 months prior to the date hereof promptly to return or destroy such information. The Company agrees not to, and to cause its capacity as Subsidiaries not to, release any third party from the confidentiality and stand still provisions of any agreement to which the Company or its Subsidiaries is a stockholder of party or becomes a party, and will immediately take all steps necessary to terminate any approval that may have heretofore been given under any such provisions authorizing any Person to make an Acquisition Proposal, unless the CompanyCompany Board reasonably determines in good faith that such Acquisition Proposal is, or is reasonably likely to be, a Superior Proposal. The Company shall not, and shall direct not authorize or permit any of its Representatives involved in the Contemplated Transactions not Subsidiaries or any Company Representative to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any an Acquisition Proposal, (ii) directly furnish or indirectly engage in, enter into or participate in disclose to any discussions or negotiations with any Person Third Party non-public information with respect to any an Acquisition Proposal, (iii) provide any non-public information to, negotiate or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) engage in connection substantive discussions with any Third Party with respect to an Acquisition Proposal, Proposal or (iv) enter into any agreement (whether or not binding) or agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating principle with respect to an Acquisition Proposal; provided, (v) recommend however, that at any other holder of Company Common Stock time prior to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any consummation of the foregoing. Each Stockholder shallOffer, in response to a bona fide written Acquisition Proposal that was not solicited by the Company, its Subsidiaries or any Company Representative and shall direct which the Company Board reasonably determines in good faith, after consulting with its Representatives involved in the Contemplated Transactions tofinancial advisors and legal counsel, immediately cease any solicitation, discussionsconstitutes, or negotiations with any Person is reasonably likely to constitute, a Superior Proposal, the Company may (other than Parent, Purchaser, or any designees of Parent or PurchaserA) furnish information with respect to any the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) and (B) participate in discussions or potential negotiations with, and provided draft documents and agreements to, the Person making such Acquisition Proposal that could reasonably be expected to lead to an (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives) regarding such Acquisition Proposal. Notwithstanding the foregoing, if (prior to furnishing such information to, or entering into such discussions or negotiations with, such Stockholder or its Representative may, solely in response Person) the Company (A) provides reasonable notice to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, Parent to the Knowledge of the Stockholder effect that it is furnishing information to, or its Representative (as applicable)entering into discussions or negotiations with, is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partnerPerson, (iiB) any general partner that is no longer affiliated provides Parent with all information to be provided to such StockholderPerson which Parent has not previously been provided, and (iiiC) any employees or other Representativesreceives from such Person an executed confidentiality agreement reasonably satisfactory to the Company Board with terms, as a whole, that are no less favorable to the Company than those contained in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderConfidentiality Agreement.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) Elf shall not, and nor shall direct it permit any of its Representatives involved in the Contemplated Transactions not Subsidiaries to: , or authorize or permit any director, officer or employee of Elf or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of Elf or any of its Subsidiaries to, directly or indirectly, (i) directly or indirectly solicit, initiate, solicitnegotiate or encourage, or knowingly encourage or knowingly facilitate (including by way of providing information or taking take any other actionaction knowingly to facilitate, any Takeover Proposal (as defined below) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person person any information with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company tootherwise cooperate in any way with, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Takeover Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case other than a Takeover Proposal made by Parent; provided, however, that at any time prior to obtaining the written consent of clauses TULIP as contemplated by Section 6.02 hereof, the Board of Directors of Elf may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith, after consultation with its independent financial advisors, constitutes a Superior Proposal (i) to (iiias defined below), who do and which Takeover Proposal was unsolicited and did not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether otherwise result from a breach of this Section 4.6 has occurred6.04, (x) furnish information with respect to Elf and its Subsidiaries to the actions of person making such Stockholder’s directors Takeover Proposal (and Representatives acting in their authorized capacities its representatives) pursuant to a confidentiality agreement with terms not more favorable to such person than the Confidentiality Agreement, provided that all such information is provided on behalf of such Stockholder shall be deemed a prior or substantially concurrent basis to be the actions of such StockholderParent, and (y) participate in discussions or negotiations with the person making such Stockholder Takeover Proposal (and its representatives) regarding such Takeover Proposal, provided that Elf shall be responsible for have delivered to Parent prior written notice advising Parent that it intends to participate in such discussions or negotiations. Elf will immediately cease all existing activities, discussions and negotiations with any breach parties conducted heretofore with respect to any Takeover Proposal and request the return of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf all confidential information regarding Elf provided to any such parties prior to the date hereof pursuant to the terms of such Stockholderany confidentiality agreements or otherwise.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct its Representatives involved in it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of, the Contemplated Transactions not Company or any Company Subsidiary to: , (i) directly or indirectly initiate, solicit, initiate or knowingly encourage the submission of any Company Takeover Proposal, or knowingly take any action designed to facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, inquiries or the making of any submission proposal that constitutes, or announcement of any inquiry, proposal or offer that constitutes or could may reasonably be expected to lead to to, any Acquisition Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly engage inenter into, enter into or participate in or continue any discussions or negotiations regarding, or furnish to any person any information with respect to, any Person Company Takeover Proposal; provided, however, that, prior to obtaining the Company Stockholder Approval, the Company and its Representatives may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, in response to a Company Takeover Proposal that was not solicited by the Company and that did not otherwise result from a breach or a deemed breach of this Section 5.02(a) and that the Company Board or the Special Committee determines, after consultation with its financial advisor and outside counsel, is reasonably likely to lead to a Superior Company Proposal, and subject to compliance with Section 5.02(c), (x) furnish information with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access the Company to the businessperson making such Company Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations with such person and its Representatives regarding such Company Takeover Proposal. Without limiting the foregoing, properties, assets, books it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative or records affiliate of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent Company Subsidiary, whether or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating not such person is purporting to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any act on behalf of the foregoingCompany or any Company Subsidiary or otherwise, shall be deemed to be a breach of this Section 5.02(a) by the Company. Each Stockholder The Company shall, and shall direct cause its Representatives involved in the Contemplated Transactions to, cease immediately cease all discussions and negotiations regarding any solicitation, discussionsproposal that constitutes, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could may reasonably be expected to lead to an Acquisition to, a Company Takeover Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder (a) From and after the date hereof until the earlier of the CompanyEffective Time and the termination of this Agreement pursuant to Article 7, the Company shall not, and shall direct cause its Representatives involved in the Contemplated Transactions Subsidiaries and their respective affiliates not to: , and shall use its best efforts to cause the Company Representatives not to, directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information or taking assistance), or take any other action) action to facilitate, any inquiries, proposals or offers, inquiry in connection with or the making of any submission proposal from any Person that constitutes, or announcement may reasonably be expected to lead to, an Acquisition Proposal (as defined in Section 5.08(f)), (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any inquiryPerson (other than Acquisition Corp., proposal Parent or offer any of the Acquisition Corp. Representatives, as applicable) any non-public information or otherwise assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal, or (iv) authorize or permit any Company Representative to take any such action; provided, however, that, until the date of the approval of this Agreement by the shareholders of the Company at the Shareholders Meeting, the Company Board, based upon the recommendation of the Special Committee, shall not be prohibited by this Section 5.08 from furnishing information to, or engaging in discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal (which did not result from a breach of this Section 5.08) if (A) the Company Board, based upon the recommendation of the Special Committee, determines in good faith after consultation with independent outside legal counsel, that such action is necessary for the Company Board to comply with its fiduciary duties to the Company’s shareholders under applicable Law, (B) the Acquisition Proposal constitutes or could would reasonably be expected to lead to any Acquisition Proposal, a Superior Proposal (iias defined in Section 5.08(g)) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect and (C) prior to any Acquisition Proposal, (iii) provide any non-public furnishing such information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) engaging in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any regarding an Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoingTransactions with, such Stockholder or its Representative mayPerson, solely in response the Company receives from such Person an executed confidentiality agreement (which agreement shall be provided to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, Parent for information purposes) with terms no less favorable to the Knowledge of Company than those contained in the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Confidentiality Agreement. For claritythe avoidance of doubt, if each such Stockholder is confidentiality agreement shall contain an express provision prohibiting such Person from making any Acquisition Proposals other than as requested by the Company Board following a venture capital or private equity investor, determination by the term “Representative” (a) shall include any general partner of such Stockholder Company Board that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do the initial Acquisition Proposal does not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether constitute a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderSuperior Proposal.

No Solicitation. Each Stockholder(a) The Company agrees that it shall immediately cease and cause to be terminated all existing discussions, solely in its capacity as a stockholder of negotiations and communications with any Persons with respect to any tender or exchange offer involving the Company, any proposal for a merger, consolidation or other business combination involving the Company, any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the business or assets of, the Company, any proposal or offer with respect to any recapitalization or restructuring with respect to the Company or any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company other than the Transactions contemplated by this Agreement (each an “Acquisition Proposal”). Except as provided in Section 5.2(b), from the date of this Agreement until the earlier of the Effective Time, the termination of this Agreement and the time at which directors designated by Parent and/or the Purchaser constitute a majority of the directors on the Company Board of Directors, the Company shall not, not and shall direct not authorize or permit its Representatives involved in the Contemplated Transactions not to: officers, directors, employees, investment bankers, attorneys, accountants or other agents (collectively, “Representatives”) to directly or indirectly (i) directly or indirectly initiate, solicitsolicit or encourage, or knowingly encourage or knowingly take any action to facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of of, any submission offer or announcement of any inquiry, proposal or offer that which constitutes or could is reasonably be expected likely to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person agreement with respect to any Acquisition Proposal, or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company data to, any Person (other than ParentParent or any of its affiliates or representatives) relating to any Acquisition Proposal. The Company shall promptly notify Parent if any proposals are received by, Purchaserany information is requested from, or any designees of Parent negotiations or Purchaser) discussions are sought to be initiated or continued with the Company or its Representatives, in each case, in connection with any an Acquisition Proposal, (iv) enter into any agreement in principle, letter Proposal or the possibility or consideration of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to making an Acquisition Proposal, (v) recommend which notice shall identify the name of the Person making such proposal or request or seeking such negotiations or discussions, the material terms and conditions of any other holder offer or proposal and any subsequent changes to such terms and conditions. Any violation of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do this Section 5.2 by any of the foregoing. Each Stockholder shall, and shall direct its Company’s Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parentviolations that relate to the delivery of notice and are not material), Purchaserwhether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or otherwise, or any designees of Parent or Purchaser) with respect shall be deemed to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to Agreement by the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderCompany.

No Solicitation. Each Stockholder(a) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article IX, solely in the Company and its capacity as a stockholder of the Company, shall Subsidiaries will not, nor will they authorize or knowingly permit any of their Representatives to, and shall direct the Company and its Subsidiaries will use their reasonable efforts to cause their respective Representatives involved in the Contemplated Transactions and Subsidiaries not to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesinduce the making, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action for the purpose of facilitating 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 person with respect to any Acquisition Proposal, (iiiiv) provide approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract or commitment contemplating or otherwise relating to any Acquisition Transaction. Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, the Company may furnish information to, or participate in discussions or negotiations with, any third party that has made an unsolicited Acquisition Proposal (a “Potential Acquiror”) that the board concludes is reasonably likely to result in a Superior Offer, if the board determines in good faith (A) after consultation with its financial advisor that the Potential Acquiror submitting such Acquisition Proposal has the financial wherewithal to be reasonably capable of consummating such an Acquisition Proposal and (B) after consultation with its legal counsel, that the failure to participate in such discussions or negotiations or to furnish such information or approve such Acquisition Proposal would be inconsistent with its fiduciary duties under applicable law. The Company agrees that any non-public information tofurnished to a Potential Acquiror will be pursuant to a confidentiality, standstill and no solicitation agreement containing provisions at least as favorable to the Company as the confidentiality, standstill and no solicitation provisions of the Confidentiality Agreement. In the event that the Company shall determine to provide any information as described above, or afford access to the business, properties, assets, books or records of the Company to, shall receive any Person Acquisition Proposal (other than Parent, Purchaser, or any designees material amendment to an Acquisition Proposal previously received), it shall as promptly as practicable, and in any event within one day or, if a written Acquisition Proposal is received on a day that is not a business day, within one day of Parent or Purchaser) in connection with any Company having knowledge of such written Acquisition Proposal, (iv) enter into any agreement notify Buyer in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating writing and orally as to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock that fact and shall furnish to not tender shares of Company Common Stock in Buyer the Offer or (vi) resolve or agree to do any identity of the foregoing. Each Stockholder shall, recipient of such information to be provided and/or the Potential Acquiror and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees terms of Parent or Purchaser) with respect to any such Acquisition Proposal (or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposalmaterial amendment). Notwithstanding For purposes of the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach preceding sentence of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable6.2(a), is considering making an Acquisition Proposal of “knowledge” shall mean the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated TransactionsChief Executive Officer or Chief Financial Officer of the Company. Each Stockholder acknowledges The Company will notify Buyer as promptly as practicable in all material respects of the status and agrees that, for purposes details (including material amendments or proposed material amendments) of determining whether a breach of this Section 4.6 has occurred, the actions of any such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderAcquisition Proposal.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct it permit any of its Representatives involved in Subsidiaries to, or authorize or permit any director, officer or employee of the Contemplated Transactions not Company or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its Subsidiaries to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage encourage, or knowingly facilitate (including by way of providing information or taking take any other action) action knowingly to facilitate, any inquiries, proposals Takeover Proposal or offers, any inquiries or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition a Takeover Proposal, or (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any Person way with, any Takeover Proposal; provided, however, that at any time prior to obtaining the Stockholder Approval, the Board of Directors of the Company may, in response to a bona fide written Takeover Proposal that such Board of Directors reasonably determines in good faith by resolution duly adopted constitutes a Superior Proposal, and which Takeover Proposal was unsolicited and did not otherwise result from a breach of this Agreement (including this Section 5.02), and subject to compliance with Sections 5.02(b) and 5.02(c), (A) furnish information with respect to any Acquisition the Company and its Subsidiaries to the person making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement having terms that are at least as favorable to the Company as the terms contained in the Confidentiality Agreement, provided that all such information is provided on a prior basis to Parent, and (B) participate in discussions or negotiations with the person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal, (iii) provide any non-public information to, or afford access but in each case only to the business, properties, assets, books or records extent the Board of Directors of the Company todetermines in good faith, any Person (other than Parentafter consultation with outside counsel, Purchaserby resolution duly adopted, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating that the failure to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any take such action would constitute a breach of the foregoingfiduciary duties of the Board of Directors of the Company under Applicable Law. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding Without limiting the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal it is understood that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal any violation of the restrictions of set forth in this Section 4.6 and 5.02(a) by any director, officer or employee of the Merger Agreement. For clarityCompany or any of its Subsidiaries or any investment banker, if such Stockholder is a venture capital or private equity investorattorney, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees accountant or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge advisor or representative of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes Company or any of determining whether its Subsidiaries shall be deemed to be a breach of this Section 4.6 has occurred, 5.02(a) by the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderCompany.

No Solicitation. (a) Each Stockholder, solely in its capacity as a stockholder of Parent and the Company, shall Company and their respective Subsidiaries will not, and shall Parent and the Company will direct its Representatives involved in the Contemplated Transactions and use their respective best efforts to cause their and their Subsidiaries' respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to: (i) , directly or indirectly indirectly, take any action to solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission Acquisition Proposal (including without limitation by amending, or announcement of granting any inquirywaiver under, proposal the Parent Rights Agreement or offer that constitutes the Company Rights Agreement, as applicable) or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly inquiry with respect thereto or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to thereto, or disclose any Acquisition Proposal, (iii) provide any non-public nonpublic information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaserthat has made, or to such party's knowledge, is considering making, any designees Acquisition Proposal. Nothing contained in this Agreement shall prevent the Board of Directors of Parent or Purchaser) in connection the Company from complying with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal; provided that the Board of Directors of such party shall not recommend that the stockholders of such party tender their shares in connection with a tender offer or exchange offer except to the extent that, (v) recommend any other holder after receiving a Superior Proposal, such Board of Company Common Stock Directors of such party determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of such Superior Proposal, failure to not tender shares of Company Common Stock in make such a recommendation would be reasonably likely to be inconsistent with fulfilling the Offer or (vi) resolve or agree to do any fiduciary duties of the foregoingBoard of Directors to such party's stockholders under applicable law and such party shall have complied with the procedure set forth in Section 5.2 or 6.4, to the extent applicable. Each Stockholder shallNotwithstanding anything to the contrary in this Agreement, prior to the date of approval of this Agreement and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees Merger by the stockholders of Parent or Purchaserthe Company, as applicable, Parent or the Company may (A) with respect furnish information and access to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoinga third party, such Stockholder or its Representative may, solely but only in response to an inquiry a request for information or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made oraccess, to the Knowledge of the Stockholder or its Representative (as applicable), is considering any Person making an Acquisition Proposal to the board of directors of Parent or the restrictions Company, as applicable, after the date hereof which was not knowingly encouraged, solicited or initiated by Parent or the Company, as applicable, or any of its affiliates or any director, employee, representative or agent of Parent or the Company, as applicable, or any of its respective Subsidiaries (including, without limitation, any investment banker, attorney or accountant retained by Parent or the Company or any of its Subsidiaries) on or after the date hereof and (B) may participate in discussions and negotiate with such Person concerning any such Acquisition Proposal, if and only if, in any such case set forth in clause A or B of this Section 4.6 and of the Merger Agreement. For clarityparagraph, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partnerthe Board of Directors of Parent or Company, as applicable, concludes in good faith, after receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal with respect to Parent or the Company, as applicable, (ii) any general partner that is no longer affiliated the Company or Parent, as applicable, complies with such Stockholderall of its obligations under this Agreement, and (iii) any employees the board of directors of Parent or other Representativesthe Company, in each case as applicable, receives from the Person making such an Acquisition Proposal an executed confidentiality agreement the material terms of clauses which are (i) without regard to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions terms of such Stockholder’s directors and Representatives acting Acquisition Proposal) in their authorized capacities on behalf of such Stockholder shall be deemed all material respects (x) no less favorable to be the actions of such StockholderCompany or Parent, as applicable, and (y) no less restrictive to the Person making such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting Acquisition Proposal than those contained in their authorized capacities on behalf of such Stockholderthe Confidentiality Agreement.

No Solicitation. Each Stockholder(a) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VII, solely in Company and its capacity as a stockholder of the Company, shall subsidiaries will not, and shall direct its Representatives involved in the Contemplated Transactions not nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesinduce the making, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition ProposalProposal (as defined below), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any Person person with respect to any Acquisition Proposal, (iiiiv) provide approve, endorse or recommend any non-public Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction (as defined below); provided, however, that nothing contained in this Section 5.4 shall prohibit the Board of Directors of Company from (i) complying with Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act with regard to a tender or exchange offer or (ii) in response to an unsolicited, bona fide written Acquisition Proposal that Company's Board of Directors reasonably concludes constitutes a Superior Offer (as defined below), engaging in discussions or participating in negotiations with and furnishing information to the party making such Acquisition Proposal to the extent (A) the Board of Directors of the Company determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with its fiduciary obligations under applicable law, (B) (x) at least two business days prior to furnishing any such nonpublic information to, or afford access entering into discussions or negotiations with, such party, Company gives Parent written notice of Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such party and (y) Company receives from such party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such party by or on behalf of Company, and (C) contemporaneously with furnishing any such nonpublic information to such party, Company furnishes such nonpublic information to Parent (to the business, properties, assets, books or records of extent such nonpublic information has not been previously furnished by the Company to, any Person (other than to Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of ). Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, subsidiaries will immediately cease any solicitationand all existing activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding Without limiting the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal it is understood that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal any violation of the restrictions of set forth in this Section 4.6 and 5.4 by any officer, director or employee of the Merger Agreement. For clarityCompany or any of its subsidiaries or any investment banker, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees attorney or other Representatives, in each case advisor or representative of clauses (i) Company or any of its subsidiaries shall be deemed to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether be a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.5.4

No Solicitation. Each Stockholder(a) From and after the date hereof, solely in the Company agrees (i) that it and its capacity as a stockholder of the Company, subsidiaries shall not, and nor shall direct it or its Representatives involved in subsidiaries authorize or knowingly permit any director, officer or employee of the Contemplated Transactions not Company or any of its subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its subsidiaries (collectively, the “Representatives”) to: (i) , directly or indirectly initiateindirectly, solicit, initiate or encourage, or take any other action knowingly encourage to facilitate, any Takeover Proposal (as defined below) or knowingly facilitate (including by way of providing engage in any discussions or negotiations regarding, or provide any nonpublic information or taking data to make or implement, any Takeover Proposal, in each case other actionthan a Takeover Proposal made by Parent; (ii) that it shall immediately cease and cause to be terminated any inquiries, proposals existing discussions or offers, or negotiations with any third persons conducted heretofore with a view to formulating a Takeover Proposal; and (iii) that it shall immediately notify Parent of the making receipt of any submission or announcement Takeover Proposal and that it shall keep Parent informed of the status of such Takeover Proposal; provided, however, that, at any inquirytime prior to obtaining the Stockholder Approval, proposal or offer the Company may, in response to a bona fide Takeover Proposal that constitutes or the Board of Directors of the Company determines in good faith could reasonably be expected to lead to any Acquisition Proposal, a Superior Proposal (iias defined below) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition which Takeover Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.64.02, inform a Person that has made or, (x) furnish information with respect to the Knowledge of Company and its subsidiaries to the Stockholder or person making such Takeover Proposal (and its Representative representatives) pursuant to a customary confidentiality agreement (as applicableexcept that such confidentiality agreement shall not prohibit such person from making an unsolicited Takeover Proposal), provided that all such information is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is provided on a venture capital prior or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholdersubstantially concurrent basis to Parent, and (iiiy) any employees participate in discussions or other Representatives, in each case of clauses negotiations with the person making such Takeover Proposal (iand its representatives) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of regarding such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderTakeover Proposal.

No Solicitation. Each Stockholder(a) Except as otherwise provided for in this Agreement, solely in the Company agrees that it and its capacity as a stockholder of the Company, shall notSubsidiaries shall, and that it shall direct cause its Representatives involved in the Contemplated Transactions not to: (i) directly and their respective directors, officers or indirectly initiateother employees, solicitcontrolled Affiliates, or knowingly encourage any investment banker, attorney, accountant or knowingly facilitate other agent or representative retained by any of them (including by way of providing information or taking any other actioncollectively, “Representatives”) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in immediately cease any discussions or negotiations with any Person Persons that may be ongoing with respect to an Acquisition Proposal and, until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Article VIII, not, directly or indirectly: (i) solicit, initiate, knowingly facilitate or knowingly encourage any Acquisition Proposal; (ii) participate in any negotiations regarding, or furnish to any person any nonpublic information with respect to, any Acquisition Proposal; (iii) engage in discussions with any person with respect to any Acquisition Proposal, ; (iiiiv) provide any non-public information to, approve or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with recommend any Acquisition Proposal, ; (ivv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option intent or similar document or any agreement or commitment providing for any Acquisition Proposal; (vi) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar instrument relating anti-takeover statute or regulation (including any transaction under, or a third party becoming an “interested stockholder” under, Section 203 of the DGCL), or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, inapplicable to any person other than Parent and its Affiliates or to any transactions constituting or contemplated by an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer ; or (vivii) resolve or agree to do any of the foregoing. Each Stockholder shall, and The Company shall direct its Representatives involved in promptly after the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person date hereof instruct each person that has executed a confidentiality agreement (other than Parent, Purchaser, or any designees of Parent or Purchaserthe Confidentiality Agreement) with respect relating to any an Acquisition Proposal or potential Acquisition Proposal with or for the benefit of the Company promptly (and in any case within five Business Days) to return or destroy all information, documents and materials relating to the Acquisition Proposal or to the Company or its businesses, operations or affairs heretofore furnished by the Company or any of its Representatives to such person or any of its Representatives in accordance with the terms of any confidentiality agreement with such person, and shall use reasonable best efforts to enforce, and not waive without Parent’s prior written consent, any standstill or similar provision in any confidentiality or other agreement with such person; provided, that could reasonably if the Special Committee determines in good faith, after consultation with outside counsel, that it would be expected inconsistent with its fiduciary obligations under Delaware Law not to lead do so, the Company may waive any standstill or similar provisions in its agreements to the extent necessary to permit a person to make, on a confidential basis to the Special Committee, an Acquisition Proposal. Notwithstanding the foregoing, conditioned upon such Stockholder or its Representative may, solely in response Person agreeing to an inquiry or proposal that did not result from a material breach disclosure of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an such Acquisition Proposal of the restrictions of this Section 4.6 to Parent and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other RepresentativesAcquisition Sub, in each case of clauses (i) as contemplated by and subject to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of compliance with this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder5.02.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) Seller shall not, not and shall direct its Representatives involved in cause the Contemplated Transactions Seller Subsidiaries and the respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants, affiliates and other agents of Seller and the Seller Subsidiaries (collectively, the “Seller Representatives”) not to: , directly or indirectly, (i) directly or indirectly initiate, solicit, induce or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offersencourage, or take any action to facilitate the making of any submission or announcement of of, any inquiry, offer or proposal or offer that constitutes which constitutes, or could reasonably be expected to lead to any to, an Acquisition Proposal, ; (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with regarding any Person Acquisition Proposal or furnish, or otherwise afford access, to any person (other than Buyer) any information or data with respect to Seller or any of the Seller Subsidiaries or otherwise relating to an Acquisition Proposal, ; (iii) provide release any non-public information toperson from, waive any provisions of, or afford access fail to the business, properties, assets, books enforce any confidentiality agreement or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, standstill agreement to which Seller is a party; (iv) enter into any agreement, agreement in principle, principle or letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) intent with respect to any Acquisition Proposal or potential approve or resolve to approve any Acquisition Proposal that could reasonably be expected to lead or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Notwithstanding ; or (v) take any action (A) other than as contemplated by this Agreement in connection with the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made orMerger, to render the Knowledge Rights issued pursuant to the terms of the Stockholder or its Representative (as applicable), is considering making Seller Rights Agreement inapplicable to an Acquisition Proposal or the transactions contemplated thereby, to exempt or exclude any person from the definition of an Acquiring Person (as defined in the Seller Rights Agreement) under the terms of the restrictions Seller Rights Agreement or to redeem the Rights or allow the Rights to expire prior to their expiration date, or (B) to render the provisions of this Section 4.6 and any Takeover Laws inapplicable to any person (other than Buyer or the Buyer Subsidiaries) or group in connection with any Acquisition Proposal. Any violation of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, foregoing restrictions by any of the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Seller Representatives, in each case of clauses (i) whether or not such Seller 70 Representative is so authorized and whether or not such Seller Representative is purporting to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities act on behalf of such Stockholder Seller or otherwise, shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any a breach of this Section 4.6 Agreement by its directors Seller. Seller and the Seller Subsidiaries shall, and shall cause each of the Seller Representatives acting in their authorized capacities on behalf of such Stockholderto, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any persons with respect to any existing or potential Acquisition Proposal.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct its Representatives involved in it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director, employee or affiliate of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of, the Contemplated Transactions not Company or any Company Subsidiary to: , (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing any information not provided generally to the public) any prospective purchaser or taking the submission of any other action) Company Takeover Proposal (as defined in Section 5.02(e)), take any action designed to facilitate any inquiries, proposals or offers, or proposals, or make any other efforts or attempts that constitute, or may reasonably be expected to lead to, any Company Takeover Proposal, or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, offers, proposals, discussions or negotiations, (ii) accept a Company Takeover Proposal or enter into any agreement or agreement in principle with respect to any Company Takeover Proposal or enter into any agreement or agreement in principle requiring the making of Company to abandon, terminate or fail to consummate the Transactions or breach its obligations under this Section 5.02, or (iii) furnish to any submission or announcement of person any inquiryinformation with respect to, proposal or offer any Company Takeover Proposal; provided, however, that if at any time prior to obtaining the Company Stockholder Approval, (i) the Company has otherwise complied with its obligations under this Section 5.02 and the Company has received a Company Takeover Proposal from a person that the Company Board determines in good faith to be bona fide, (ii) the Company Board determines in good faith, after consultation with its independent financial advisors, that such Company Takeover Proposal constitutes or could reasonably be expected to lead constitute a Superior Company Proposal, and (iii) after consultation with its outside counsel, the Company Board determines in good faith that taking such action is necessary for the Company Board to comply with its fiduciary duties under applicable Law, then in response to such Company Takeover Proposal, and subject to compliance with Section 5.02(c), the Company may (x) furnish information with respect to the Company to the person making such Company Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement that contains provisions which are no less favorable to the Company than those contained in the Confidentiality Agreement and (y) participate in discussions or negotiations (including solicitation of a revised Company Takeover Proposal from such person) with such person and its Representatives regarding such Company Takeover Proposal. Notwithstanding anything contained in the previous sentence, prior to making the determination and taking any Acquisition Proposalactions described in clauses (i), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, and (iii) of the proviso to the previous sentence, the Company may engage in discussions (solely to clarify the terms of such Company Takeover Proposal) with the person making a Company Takeover Proposal in order to determine whether such Company Takeover Proposal constitutes or could reasonably be expected to constitute a Superior Company Proposal. The Company shall, and shall cause its Representatives to, promptly provide to Parent any non-public information to, or afford access to the business, properties, assets, books or records of concerning the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with Company Subsidiary that is provided to any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating person if such information was not previously provided to an Acquisition Proposal, (v) recommend any other holder of Parent. The Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct cause its Representatives involved in the Contemplated Transactions to, cease immediately cease all discussions and negotiations taking place as of the date of this Agreement regarding any solicitation, discussionsproposal that constitutes, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could may reasonably be expected to lead to an Acquisition to, a Company Takeover Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, shall (a) Company agrees that it will not, and shall direct will cause its Representatives involved in the Contemplated Transactions Subsidiaries and its and its Subsidiaries’ officers, directors, agents, advisors and affiliates not to: (i) directly or indirectly , initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential or nonpublic information or taking any other action) any inquiries, proposals or offersdata to, or the making of have any submission or announcement of discussions with, any inquiryperson relating to, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal; provided that, (ii) directly in the event Company receives an unsolicited Acquisition Proposal and the Board of Directors of Company concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or indirectly engage inis reasonably likely to result in a Superior Proposal, enter into Company may, and may permit its Subsidiaries and its and its Subsidiaries’ representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the Board of Directors of Company concludes in good faith (and based on the advice of counsel) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to Company than the Confidentiality Agreement. Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (persons other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Purchaser with respect to any Acquisition Proposal and will use its reasonable best efforts, subject to applicable law, to enforce any confidentiality or potential Acquisition Proposal that could reasonably be expected to lead similar agreement relating to an Acquisition Proposal. Notwithstanding Company will promptly (and in any event within two business days) advise Purchaser following receipt of any Acquisition Proposal and the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to substance thereof (including the Knowledge identity of the Stockholder or its Representative (as applicableperson making such Acquisition Proposal), is considering making an Acquisition Proposal and will keep Purchaser apprised of any related developments, discussions and negotiations (including the terms and conditions of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is Acquisition Proposal) on a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholdercurrent basis.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct it permit any of its Representatives involved in Subsidiaries to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor, agent or representative of the Contemplated Transactions not Company or any Subsidiary (collectively, "Company Representatives") to: (i) directly or indirectly initiate, solicit, initiate or knowingly encourage the submission of, any Company Takeover Proposal (as defined below); (ii) enter into any agreement with respect to any Company Takeover Proposal; or knowingly facilitate (including by way of providing iii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or taking take any other action) action to facilitate any inquiries, proposals or offers, inquiries or the making of any submission proposal that constitutes, or announcement may reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that, at any time prior to the consummation of the Offer, the Company's Board of Directors may, in response to a Superior Proposal (as defined below) that was not solicited by the Company or any Company Representative on or after the date hereof and that did not otherwise result from a breach of this Section 5.2(a), and subject to providing prior written notice of its decision to take such action to Parent and compliance with Section 5.2(b), participate in discussions and negotiations regarding such Superior Proposal and furnish information concerning the Company to the Person making such Superior Proposal. For purposes of this Agreement, "Takeover Proposal" means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of a business that constitutes 25% or could reasonably be expected to lead to any Acquisition Proposalmore of the net revenues, (ii) directly net income or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records assets of the Company toand the Subsidiaries taken as a whole, or 25% or more of any class of equity securities of the Company or any Subsidiary, any tender offer or exchange offer that if consummated would result in any Person (other than Parent, Purchaserbeneficially owning 25% or more of any class of equity securities of the Company or any Subsidiary, or any designees of Parent merger, consolidation, business combination, recapitalization, liquidation, dissolution or Purchaser) in connection with similar transaction involving the Company or any Acquisition ProposalSubsidiary, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of transactions contemplated by this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For claritypurposes of this Agreement, if a "Superior Proposal" means any bona fide proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, 100% of the outstanding shares of Common Stock or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors determines in its good faith judgment (based on the written advice of its financial advisors) (x) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the third party making such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholderproposal, and (iiiy) any employees or other Representatives, in each case of clauses (i) provides greater present value to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, Company's stockholders than the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed cash consideration to be received by such stockholders pursuant to the actions of such StockholderOffer and the Merger, as the Offer and such Stockholder shall the Merger may be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderamended from time to time.

No Solicitation. Each Stockholder(a) From and after the date of this Agreement until the Closing Date or termination of this Agreement pursuant to Section 10, solely in its capacity as a stockholder of the Company, shall Company and the Selling Lenders will not, and shall direct its Representatives involved in the Contemplated Transactions not nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesinduce the making, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition ProposalProposal (as hereinafter defined), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any Person person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access except as to the businessexistence of these provisions, properties(iv) approve, assets, books endorse or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with recommend any Acquisition Proposal, or (ivv) enter into any agreement in principle, letter of intentintent or similar document or any contract, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument commitment contemplating or otherwise relating to an any Acquisition Proposal, (v) recommend except in each case to the extent any other holder of such action is undertaken to comply with any applicable legal requirement. The Company Common Stock to not tender shares of Company Common Stock in and the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, Selling Lenders will immediately cease any solicitationand all existing activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any Acquisition Proposal to the extent prohibited by the preceding sentence. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding two sentences by any officer, director or potential employee of the Company or the Selling Lenders or any investment banker, attorney or other advisor or representative of the Company or the Selling Lenders shall be deemed to be a breach of this Section 5.4 by the Company or the Selling Lenders. Notwithstanding the foregoing, the Company may, in response to an unsolicited, written Acquisition Proposal that could (as defined below) which the Board of Directors of the Company determines, in good faith, would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response a Superior Proposal (as hereinafter defined) and pursuant to an inquiry or proposal that did not result from a material breach executed confidentiality agreement with customary terms and conditions at least as restrictive as the confidentiality provisions of this Section 4.6the agreement entered into among the parties hereto, inform a Person that has made or, (A) furnish information with respect to the Knowledge Company to the person who made such unsolicited proposal and afford such person access to the properties, books, records, officers, and employees of the Stockholder or Company and its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such StockholderSubsidiaries, and (iiiB) any employees participate in discussions with, or other Representativesaccept a Superior Proposal from, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of person regarding such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderSuperior Proposal.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The QEPM Parties shall not, and the QEPM Parties shall cause the QEPM Subsidiaries not to, and the QEPM Parties shall direct and use their commercially reasonable best efforts to cause the QEPM Parties’ respective directors, officers or employees or any investment bank, financial advisor, attorney, accountant or other advisor, agent or representative retained by them or any of the QEPM Subsidiaries, including for clarification and without limitation the QEPM Conflicts Committee and its Representatives involved in the Contemplated Transactions members, financial advisors, attorneys and other advisors (collectively, “Representatives”) not to: (i) , directly or indirectly indirectly, take any action to solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission QEPM Takeover Proposal or announcement of any inquiry, proposal inquiry with respect thereto or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect thereto (except to any Acquisition Proposalnotify such Person of the existence of the provisions of this Section 5.5), (iii) provide or disclose any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaserthat has made, or to the QEPM Parties’ Knowledge is considering making, any designees of Parent QEPM Takeover Proposal or Purchaser) in connection any inquiry with any Acquisition Proposalrespect thereto, (iv) or approve or recommend, or propose to approve or recommend, or execute or enter into any letter of intent, agreement in principle, letter of intent, term sheet, merger agreement, purchase option agreement, acquisition agreement, option agreement or other similar instrument agreement relating to an Acquisition a QEPM Takeover Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve propose publicly or agree to do any of the foregoingforegoing relating to a QEPM Takeover Proposal or any inquiry with respect thereto. Each Stockholder The QEPM Parties shall, and shall direct its Representatives involved in cause the Contemplated Transactions QEPM Subsidiaries to, immediately cease any solicitationand cause to be terminated, discussionsand shall use their commercially reasonable best efforts to cause their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) conducted heretofore with respect to any Acquisition Proposal QEPM Takeover Proposal. The QEPM Parties shall enforce, and not terminate or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposalgrant any waiver with respect to, existing confidentiality, standstill or similar agreements. Notwithstanding the foregoing, such Stockholder or its Representative mayat any time prior to (but not after) the date of the QEPM Unitholder Approval, solely in response to an inquiry a bona fide written QEPM Takeover Proposal, which QEPM Takeover Proposal was not solicited, initiated, knowingly encouraged or proposal that knowingly facilitated by the QEPM Parties or their respective Representatives, was made after the date hereof and did not otherwise result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred5.5(a), the actions QEPM Parties may, if and only if (i) the QEPM Conflicts Committee determines (A) after consultation with its financial advisor and legal counsel, that the QEPM Takeover Proposal constitutes or is likely to result in a Superior Proposal and (B) after consultation with outside legal counsel, that the failure to do so would not be in the best interests of such Stockholder’s directors the Holders of Non-affiliated QEPM Common Units and Representatives acting in (ii) the QEPM Parties comply with all of their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of obligations under this Section 4.6 by 5.5, (x) furnish information with respect to the QEPM Group Entities to the Person making such QEPM Takeover Proposal (and its directors Representatives) pursuant to an executed confidentiality agreement, provided that all such information has previously been provided to TLLP and Representatives acting (y) participate in their authorized capacities on behalf of discussions or negotiations with the Person making such StockholderQEPM Takeover Proposal (and its Representatives) regarding such QEPM Takeover Proposal.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, shall not(a) ACC shall, and shall direct and use commercially reasonable efforts to cause its Representatives involved in the Contemplated Transactions not officers, directors, employees, representatives and agents to: , immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an ACC Takeover Proposal (as hereinafter defined). ACC shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries to, directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking take any other action) action designed or reasonably likely to facilitate, including, without limitation, any inquiriesamendment, proposals modification or offerstermination, or any agreement to do any of the foregoing, to the ACC Rights Plan or any redemption of the Rights, any inquiries or the making of any submission proposal which constitutes, or announcement of any inquiry, proposal or offer that constitutes or could may reasonably be expected to lead to to, any Acquisition Proposal, ACC Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with regarding any Person with respect to ACC Takeover Proposal; provided, however, that if, at any Acquisition Proposal, (iii) provide any non-public information to, or afford access time prior to the business, properties, assets, books or records time of the Company toACC Stockholders Meeting, any Person (other than Parentthe Board of Directors of ACC determines in good faith, Purchaserupon advice from outside counsel, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree that it is necessary to do any of the foregoing. Each Stockholder shallso in order to comply with its fiduciary duties to ACC's stockholders under applicable law, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative ACC may, solely in response to an inquiry ACC Takeover Proposal or proposal that did material modification to an ACC Takeover Proposal, which ACC Takeover Proposal or material modification was made after the date hereof and was not result from solicited after the date hereof, and subject to compliance with Section 4.8(c), (x) furnish information with respect to ACC to any person pursuant to a material breach of this Section 4.6confidentiality agreement, inform a Person that has made or, which either was executed prior to the Knowledge date hereof or is substantially similar to the Confidentiality Agreement dated as of the Stockholder or its Representative (as applicable)November 13, is considering making an Acquisition Proposal of the restrictions of this Section 4.6 1997 by and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, between ACC and TCG and (iiiy) any employees participate in negotiations regarding such ACC Takeover Proposal or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of material modification made after the Contemplated Transactionsdate hereof. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder."

No Solicitation. Each Stockholder(a) Until this Agreement has been terminated in accordance with Section 8.1, solely in its capacity as a stockholder none of the Company, its Subsidiaries or any officer, director, employee, agent or representative (including any investment banker, financial advisor, attorney, accountant or other retained representative) of the Company or any of its Subsidiaries shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information) or taking take any other actionaction designed to facilitate any inquiries or proposals regarding any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including, without limitation, by way of a tender offer) or similar transactions involving the Company or any inquiriesof its Subsidiaries that, if consummated, would constitute an Alternative Transaction (any of the foregoing inquiries or proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected being referred to lead to any herein as an “Acquisition Proposal”), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, regarding an Alternative Transaction or (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend regarding any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition ProposalAlternative Transaction. Notwithstanding the foregoing, such Stockholder or its Representative maythe Board of Directors of the Company shall be permitted, solely in response prior to an inquiry or proposal that did not result from a material breach the Company Shareholder Meeting, and subject to compliance with the other terms of this Section 4.66.11 and to first entering into a confidentiality agreement with the person proposing such Acquisition Proposal on terms substantially similar to, inform a Person that has made orand no less favorable to the Company than, those contained in the Confidentiality Agreement, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an A) consider and participate in discussions and negotiations with respect to a bona fide Acquisition Proposal of received by the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such StockholderCompany, and (iiiB) any employees withdraw, modify or other Representativesqualify the Company Recommendation, in each case if and only to the extent that the Board of clauses Directors of the Company reasonably determines in good faith (iafter consultation with outside legal counsel) that failure to do so would cause it to violate its fiduciary duties (iiia “Change in Recommendation”) and (C) approve or recommend, or enter into (and, in connection therewith, effect a Change in Recommendation), who do not have actual knowledge a definitive agreement with respect to an unsolicited, bona fide and written Acquisition Proposal that is submitted to the Company after the date of this Agreement and prior to the approval of the Contemplated Transactions. Each Stockholder acknowledges transactions contemplated by this Agreement at its meeting of stockholders to be held pursuant to Section 6.3, if and agrees thatso long as (1) none of the Company, for purposes any of determining whether a breach its Affiliates or any of its or their officers, directors, agents or representatives has violated any of the provisions of this Section 4.6 has occurred6.11, (2) the Company provides Parent with written notice indicating that the Company, acting in good faith, believes that the Acquisition Proposal is reasonably likely to constitute a Superior Proposal and, therefore, plans to conduct a meeting of the Board of Directors of the Company for the purpose of considering whether the Acquisition Proposal constitutes a Superior Proposal, which notice shall be delivered to Parent at least three business days prior to the date of such meeting of the Board of Directors of the Company, (3) during the three business day period after the Company provides Parent with the written notice described in clause (2) above, the Company shall cause its financial and legal advisors to negotiate in good faith with Parent in an effort to make such adjustments to the terms and conditions of this Agreement such that the Acquisition Proposal would not constitute a Superior Proposal and, therefore, the Company would be required to proceed with the transactions contemplated hereby on such adjusted terms, (4) notwithstanding the negotiations and any adjustments pursuant to clause (3) above, the Board of Directors of the Company makes the determination necessary for the Acquisition Proposal to constitute a Superior Proposal, (5) notwithstanding the negotiations and any adjustments pursuant to clause (3) above, the Board of Directors of the Company concludes in good faith (after receiving the advice of its outside counsel and its financial advisors) that failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties under applicable law and (6) not later than the earlier of the approval or recommendation of, or the execution and delivery of a definitive agreement with respect to, any such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed Superior Proposal, the Company (I) terminates this Agreement pursuant to Section 8.1(h), (II) makes the payments required to be made pursuant to Section 8.3 and (III) delivers to Parent a written certification duly executed by each other party to such Superior Proposal pursuant to which each such other party certifies that it is aware of the actions of such Stockholder, amounts payable under Section 8.3 and such Stockholder shall be responsible for that it waives any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderright that it may have to contest the amounts so payable.

No Solicitation. Each Stockholder(a) The Company agrees that neither it nor any Company Subsidiary nor any of their respective directors or officers shall, solely and the Company shall use its reasonable best efforts to cause its and the Company Subsidiaries’ other Representatives not to, directly or indirectly through another person, (i) solicit, initiate or knowingly encourage, or knowingly facilitate, any Company Takeover Proposal or the making or consummation thereof, (ii) enter into, continue or otherwise participate in its capacity as any discussions or negotiations regarding, or furnish to any person any information in connection with, or otherwise knowingly cooperate in any way with, any Company Takeover Proposal, (iii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (including any transaction under, or a stockholder third party becoming an “interested shareholder” under, Section 203 of the CompanyDGCL), shall notor any restrictive provision of any applicable anti-takeover provision in the Company Certificate or Company Bylaws, inapplicable to any transactions contemplated by a Company Takeover Proposal or (iv) resolve, publicly propose or agree to do any of the foregoing. The Company shall, and shall direct cause the Company Subsidiaries and its and their directors and officers to, and shall use its reasonable best efforts to cause its and their Representatives involved to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Company Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished in connection therewith. Notwithstanding the Contemplated Transactions not to: (i) directly or indirectly initiateforegoing, solicitat any time prior to obtaining the Company Stockholder Approval, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesin response to an unsolicited bona fide written Company Takeover Proposal that the Company Board determines in good faith, proposals or offersafter consultation with its outside legal counsel and financial advisors, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition a Superior Company Proposal, and which Company Takeover Proposal was made after the date hereof, has not been withdrawn and did not otherwise result from a breach in any material respect of this Section 5.03(a), the Company may, subject to compliance with this Section 5.03, (iiX) directly furnish information with respect to the Company and the Company Subsidiaries to the person making such Company Takeover Proposal (and its representatives) pursuant to an Acceptable Confidentiality Agreement, provided that all such information has previously been provided to Parent or indirectly engage inis provided to Parent prior to or substantially concurrent with the time it is provided to such person, enter into or and (Y) participate in any discussions or negotiations with any Person with respect to any Acquisition the person making such Company Takeover Proposal (and its representatives) regarding such Company Takeover Proposal, if (iiiand only if) provide any non-public information to, or afford access and only to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do extent that before taking any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved actions described in the Contemplated Transactions toforegoing clauses (X) and (Y), immediately cease any solicitationthe Company Board determines in good faith, discussionsafter consultation with its outside legal counsel, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect that failure to any Acquisition Proposal or potential Acquisition Proposal that take such action could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed determined to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by inconsistent with its directors and Representatives acting in their authorized capacities on behalf of such Stockholderfiduciary duties under applicable Law.

No Solicitation. Each Stockholder(a) OrthAlliance agrees that it and its Subsidiaries, solely in its capacity as a stockholder of the Companyofficers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and agents shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly, (i) directly or indirectly initiateencourage, solicit, initiate, facilitate, entertain or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to accept any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person agreement with respect to any Acquisition ProposalProposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement, (iii) provide propose or make any non-public information toAcquisition Proposal to any Person other than OCA and OCA Merger Sub, (iv) participate in any way in discussions or negotiations with, or afford access to the business, properties, assets, books furnish or records of the Company disclose any information to, any Person (other than Parent, Purchaser, or any designees of Parent or PurchaserOCA and OCA Merger Sub) in connection with or with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer authorize or (vi) resolve or agree permit its Subsidiaries, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and agents to do any of the foregoing. Each Stockholder shall; provided, and shall direct its Representatives involved in the Contemplated Transactions tohowever, immediately cease any solicitationthat OrthAlliance, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry unsolicited, bona fide, written Acquisition Proposal, may, after giving notice to OCA and without limiting OrthAlliance's obligations under Section 8.4, take one or proposal more of the following actions if the Board of Directors of OrthAlliance determines in good faith that did not result from a material breach the failure to take such action or actions would violate the fiduciary obligations of this Section 4.6such Board of Directors under applicable law: (1) participate or engage in such discussions or negotiations with the Person making such Acquisition Proposal regarding such unsolicited, inform a Person that has made orbona fide, written Acquisition Proposal, (2) provide or cause to be provided information to the Knowledge Person making such Acquisition Proposal (pursuant to a confidentiality agreement with terms not more favorable to such third party than the terms of the Stockholder or its Representative (as applicableConfidentiality Agreement between OrthAlliance and OCA), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii3) any employees or other Representativesauthorize and permit its officers, in each case of clauses (i) directors, employees, representatives, investment bankers, attorneys, accountants, financial advisors and agents to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.take

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the (a) The Company, shall its affiliates and their respective officers, directors, employees, representatives and agents will immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Company Takeover Proposal. The Company will not, and shall direct nor will it permit any of its Representatives involved in the Contemplated Transactions not Subsidiaries to: , nor will it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) directly solicit or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate initiate (including without limitation by way of providing information furnishing information), or taking take any other actionaction (other than as required by Law) designed or reasonably likely to facilitate, any inquiries, proposals or offers, inquiries or the making of any submission proposal which constitutes or announcement reasonably may give rise to any Company Takeover Proposal or (ii) participate in any discussions or negotiations regarding any Company Takeover Proposal, provided, however, that if, at any time prior to the date on which Purchaser purchases Shares in the Offer (the "OFFER COMPLETION DATE"), the Company Board determines in good faith and in conformity with the advice of outside counsel, that failure to do so would result in a breach of its fiduciary duties to the Shareholders under applicable Law, the Company may, in response to a Company Takeover Proposal which was not solicited by it and did not otherwise result from a breach of any provision of this Agreement, (A) furnish information with respect to the Company and each of its Subsidiaries and access to the Company and its Subsidiaries and their personnel to any Person pursuant to a customary confidentiality agreement not more favorable to the recipient of such information than the Confidentiality Agreement and (B) participate in discussions and negotiations regarding such Company Takeover Proposal. For purposes of this Agreement, "COMPANY TAKEOVER PROPOSAL" means any inquiry, proposal or offer from any Person relating to any direct or indirect acquisition or purchase of 20% or more of the assets of the Company and its Subsidiaries, taken as a whole, or 20% or more of any class of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer for Shares of any class of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement, or any other transaction that constitutes is intended or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to prevent the business, properties, assets, books or records completion of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholdertransactions contemplated hereby.

No Solicitation. Each StockholderCompany and its Subsidiaries and the officers, solely --------------- directors, employees, agents, representatives and advisors of Company and its Subsidiaries (collectively, Company's "Representatives") will not, directly or indirectly, (i) take any action to solicit, initiate, encourage (including by way of furnishing non-public information or furnishing any information, other than as required by applicable law, rules or regulations, in a manner which could reasonably be expected to assist a third party in formulating a Takeover Proposal), take any other action designed to facilitate or agree to any Takeover Proposal (as defined in Section 7.3(f) hereof) or (ii) subject to the next sentence, engage in negotiations with, or disclose any nonpublic information relating to Company or any of its capacity Subsidiaries to any person that has advised Company that it may be considering making, or that has made, a Takeover Proposal, or whose efforts to formulate a Takeover Proposal would be assisted thereby; provided, nothing herein shall prohibit Company's Board of Directors -------- from taking and disclosing to Company's stockholders a position with respect to an unsolicited tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the immediately preceding sentence, if an unsolicited written Takeover Proposal shall be received by the Board of Directors of Company, then, to the extent the Board of Directors of Company believes in good faith (after written advice from its financial advisor) that such Takeover Proposal would, if consummated, result in a transaction more favorable to Company's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Takeover Proposal being referred to in this Agreement as a stockholder "Superior Proposal") and the Board of Directors of Company determines in good faith after advice from outside legal counsel that it is necessary for the Board of Directors of Company to comply with its fiduciary duties to stockholders under applicable law, Company and its Representatives may furnish in connection therewith information to the party making such Superior Proposal and engage in negotiations with such party, and such actions shall not be considered a breach of this Section 4.4 or any other provisions of this Agreement; provided that in each such event Company notifies Parent of such -------- determination by the Company Board of Directors and provides Parent with a true and complete copy of the CompanySuperior Proposal received from such third party, and provides (or has provided) Parent with all documents containing or referring to non-public information of Company that are supplied to such third party; provided, further, that Company provides such non-public information pursuant to -------- ------- a non-disclosure agreement at least as restrictive on such third party as the Confidentiality Agreement (as defined in Section 5.4) is on Parent; provided, -------- further, however, that Company shall not, and shall direct not permit any of its Representatives involved ------- officers, directors, employees or other representatives to agree to or endorse any Takeover Proposal or withdraw its recommendation of the Merger unless Company has provided Parent at least five (5) days prior notice thereof. Company will promptly (and in the Contemplated Transactions not to: (iany event within 24 hours) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making notify Parent after receipt of any submission Takeover Proposal or announcement of any inquiry, proposal notice that any person is considering making a Takeover Proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any request for non-public information to, relating to Company or afford any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company to, or any Person (other than Parent, Purchaserof its Subsidiaries by any person that has advised Company that it may be considering making, or any designees of Parent or Purchaser) in connection with any Acquisition that has made, a Takeover Proposal, or whose efforts to formulate a Takeover Proposal would be assisted thereby (iv) enter into any agreement in principlesuch notice to include the identity of such person or persons), letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any and will keep Parent fully informed of the foregoing. Each Stockholder shallstatus and details of any such Takeover Proposal notice, request or any correspondence or communications related thereto and shall direct its Representatives involved provide Parent with a true and complete copy of such Takeover Proposal notice or request or correspondence or communications related thereto, if it is in the Contemplated Transactions towriting, or a complete written summary thereof, if it is not in writing. Company shall immediately cease any solicitation, discussions, and cause to be terminated all existing discussion or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) persons conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition a Takeover Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each Stockholder(a) The Company agrees that, solely in its capacity as a stockholder of prior to the CompanyEffective Time, it shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: (i) authorize or permit any Company Subsidiaries or any of their Representatives, directly or indirectly initiateindirectly, to solicit, initiate or knowingly encourage any discussions or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposalmerger, (iii) provide any non-public information to, consolidation or afford access to other business combination involving the business, properties, assets, books Company or records the Company Subsidiaries or acquisition of 10% or more of the assets or capital stock of the Company toand the Company Subsidiaries taken as a whole (a "TAKEOVER PROPOSAL") or negotiate, any Person (other than Parent, Purchaser, explore or any designees of Parent or Purchaser) otherwise engage in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations substantive discussions with any Person (other than Parent, Purchaser, or any designees of Parent or PurchaserBuyers) with respect to any Acquisition Takeover Proposal (it being understood that the passive receipt of communications from third parties shall not be deemed participation in discussions or potential Acquisition Proposal negotiations) or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger; PROVIDED, HOWEVER, that could reasonably be expected if the Board of Directors of the Company and the Special Committee determine in good faith, after consultation with independent outside legal counsel, that prior to lead obtaining the Requisite Company Vote, it is necessary to an Acquisition Proposal. Notwithstanding do so in order to act in a manner consistent with its fiduciary duties to the foregoingCompany's stockholders under applicable law, such Stockholder or its Representative the Company may, solely prior to obtaining the Requisite Company Vote, in response to an inquiry or a Takeover Proposal, which proposal that is supported by fully committed financing, was not solicited by it and which did not otherwise result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder5.8, and subject to providing prior written notice of its decision to take such Stockholder shall be responsible for any breach action to Buyers and compliance with the other requirements of this Section 4.6 5.8, (i) furnish information with respect to the Company and the Company Subsidiaries to any Person making such Takeover Proposal pursuant to a customary confidentiality agreement (as determined in good faith by the Company based on the advice of its directors independent outside legal counsel) and Representatives acting (ii) participate in their authorized capacities on behalf of discussions or negotiations regarding such StockholderTakeover Proposal.

No Solicitation. (a) Each Stockholderof Parent and the Company and their respective Subsidiaries will not, solely and will use their reasonable best efforts to cause their respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to, directly or indirectly, take any action to solicit, initiate, encourage or facilitate the making of any Acquisition Proposal (including without limitation, in its capacity as a stockholder the case of the Company, shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: (i) directly or indirectly initiate, solicitby amending, or knowingly encourage granting any waiver under, the Company Rights Agreement) or knowingly facilitate (including by way of providing information any inquiry with respect thereto or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any substantive discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information tothereto, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected Proposal, disclose any nonpublic information relating to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder it or its Representative maySubsidiaries or afford access to the properties, solely in response to an inquiry books or proposal that did not result from a material breach records of this Section 4.6it or its Subsidiaries to, inform a any Person that has made ormade, or to the Knowledge of the Stockholder or its Representative (as applicable)such party's knowledge, is considering making an making, any Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarityProposal; provided, if such Stockholder is a venture capital or private equity investorhowever, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representativesthat, in each case of clauses the event that (ix) to (iii), who do Parent or the Company shall receive a Superior Proposal that was not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges solicited by it and agrees that, for purposes of determining whether did not otherwise result from a breach of this Section 4.6 has occurred7.10, (y) prior to receipt of the Parent Stockholder Approval (in the case of Parent) or the Company Stockholder Approval (in the case of the Company), the actions Board of Directors of either Parent or the Company, as applicable, determines in its good faith judgment, after receiving the advice of outside counsel that, in light of this Superior Proposal, if Parent or the Company, as applicable, fails to participate in such Stockholder’s directors and Representatives acting discussions or negotiations with, or provide such information to, the party making the Superior Proposal, there is a reasonable possibility that such Board of Directors would be in their authorized capacities on behalf violation of such Stockholder shall be deemed to be the actions of such Stockholderits fiduciary duties under applicable law, and (z) after giving the other party two business days' notice of its intention to do so, the party receiving such Stockholder shall Superior Proposal may (i) furnish information with respect to it and its subsidiaries to the Person making such Superior Proposal pursuant to a customary confidentiality agreement containing terms generally no less restrictive than the terms contained in the Confidentiality Agreement (but not containing any exclusivity provision and permitting the Person to submit to the Board of Directors of the Company or Parent, as applicable, Acquisition Proposals with respect to the Company or Parent, as applicable, provided that any such Acquisition Proposal is subject to the approval of the Board of Directors of the Company or Parent, as applicable, (which approval may be responsible for any breach granted solely in accordance with the terms of this Section 4.6 by its directors Sections 5.1(m) or 6.1(m) hereof)), provided that a copy of all such written information is simultaneously provided to the other party hereto and Representatives acting (ii) participate in their authorized capacities on behalf of discussions and negotiations regarding such StockholderSuperior Proposal.

No Solicitation. Each StockholderFrom and after the date hereof until the Expiration Date, solely in its capacity as a stockholder of the Company, each Stockholder shall not, and shall direct its Representatives involved in the Contemplated Transactions not todirectly or indirectly: (ia) directly or indirectly initiate, solicit, initiate or knowingly encourage encourage, induce or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesthe communication, proposals or offersmaking, or the making of any submission or announcement of any inquiry, proposal Acquisition Proposal or offer Acquisition Inquiry regarding the Company or take any action that constitutes or could reasonably be expected to lead to any an Acquisition ProposalProposal or Acquisition Inquiry regarding the Company, (iib) directly furnish any non-public information regarding the Company to any Person in connection with or indirectly in response to an Acquisition Proposal or Acquisition Inquiry regarding the Company, (c) engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition ProposalProposal or Acquisition Inquiry regarding the Company, (iiid) provide approve, endorse or recommend any non-public information to, or afford access Acquisition Proposal (subject to the business, properties, assets, books or records Section 6.3 of the Company to, any Person Merger Agreement) (other than Parent, Purchaser, e) execute or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, intent or any designees of Parent Contract contemplating or Purchaser) with respect otherwise relating to any Acquisition Proposal or potential Acquisition Proposal Transaction regarding the Company (subject to Section 5.4 of the Merger Agreement), (f) take any action that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding Proposal or Acquisition Inquiry regarding the foregoingCompany, such Stockholder (g) initiate a Stockholders’ vote or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge action by consent of the Stockholder or its Representative (as applicable), is considering making Company’s Stockholders with respect to an Acquisition Proposal regarding the Company, (h) except by reason of this Agreement, become a member of a “group” (as such term is defined in Section 13(d) of the restrictions of this Section 4.6 and Exchange Act) with respect to any voting securities of the Merger AgreementCompany that takes any action in support of an Acquisition Proposal regarding the Company or (i) propose or agree to do any of the foregoing. For clarity, if In the event that such Stockholder is a venture capital or private equity investorcorporation, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholderpartnership, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees trust or other RepresentativesEntity, in each case it shall not permit any of clauses (i) to (iii)its Subsidiaries or Affiliates to, who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees thatnor shall it authorize any officer, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions director or representative of such Stockholder, and such Stockholder shall be responsible for or any breach of its Subsidiaries or Affiliates to, undertake any of the actions contemplated by this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder7.

No Solicitation. Each Stockholder, solely in (a) The Company and its capacity as a stockholder of the Company, shall affiliates will not, and shall direct the Company and its Representatives involved in the Contemplated Transactions not to: (i) affiliates will use their reasonable efforts to ensure that their respective officers, directors, employees, investment bankers, attorneys, accountants and other representatives and agents do not, directly or indirectly indirectly, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information participate in negotiations or taking any other action) any inquiries, proposals or offersdiscussions relating to, or provide any information to any Person (as defined below) concerning, or take any action to facilitate the making of of, any submission offer or announcement of any inquiry, proposal or offer that which constitutes or could is reasonably be expected likely to lead to any Acquisition Proposal (as defined below) of the Company or any affiliate, or any inquiry with respect thereto, or agree to approve or recommend any Acquisition Proposal. The Company shall, (ii) directly or indirectly engage inand shall cause its affiliates, enter into or participate in any and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, immediately cease and cause to be terminated all existing activities, discussions or negotiations and negotiations, if any, with any Person parties conducted heretofore with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative the Company may, solely in response directly or indirectly, provide access and furnish information concerning its business, properties or assets to any corporation, partnership, person or other entity or group pursuant to an inquiry appropriate confidentiality agreement, and may negotiate and participate in discussions and negotiations with such entity or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making group concerning an Acquisition Proposal if (x) such entity or group has submitted an unsolicited bona fide written proposal to the Board of Directors of the restrictions Company relating to an Acquisition Proposal which contemplates the acquisition of this Section 4.6 and all of the Merger Agreement. For claritystock, if such Stockholder is a venture capital assets or private equity investor, business of the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude Company and (i) any limited partner, in which the offeror demonstrates proof of its financial capability and authority to consummate the transactions contemplated by such offer (including without limitation the payments required by Section 10.1(b) hereof); and (ii) any general partner which provides for (x) net aggregate cash proceeds to the Company or all of its stockholders in an amount greater than that provided for hereunder, at a per Share purchase price greater than the Merger Consideration (or, in the event the Merger Consideration has been increased by Parent, such greater amount), (y) the Company's financial advisers have advised the Board of Directors of the Company that such Acquisition Proposal is no longer affiliated with such Stockholdermore favorable to the Company's stockholders, from a financial point of view, than the transactions contemplated hereby, and (iiiz) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge the opinion of the Contemplated Transactions. Each Stockholder acknowledges and agrees thatBoard of Directors of the Company, after consultation with independent legal counsel to the Company, the failure to provide such information or access or to engage in such discussions or negotiations would result in a substantial risk of liability for purposes of determining whether a breach of this Section 4.6 has occurredfiduciary duties of the members of the Board of Directors. Except with Parent's consent, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder Company shall be deemed not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to be which the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderCompany is a party.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder (a) From and after the date hereof until the earlier to occur of the CompanyEffective Time or the date of termination of this Agreement in accordance with Article VII, each Party shall not, and nor shall direct it permit any of its Representatives involved in the Contemplated Transactions not Subsidiaries to: , nor shall it authorize or permit any of its officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other Representative retained by it or any of its Subsidiaries to, directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information which has not been previously publicly disseminated), or taking take any other action) action designed to facilitate, any inquiries, proposals or offers, inquiry or the making of any submission proposal which constitutes, or announcement of any inquiry, proposal or offer that constitutes or could may reasonably be expected to lead to to, any Acquisition Proposal, (ii) directly or indirectly engage in, enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding any Acquisition Proposal; provided, however, that if any Party, prior to obtaining its Shareholder Approval, following the receipt of a Superior Proposal or an Acquisition Proposal that such Party’s board of directors, determines in good faith is reasonably expected to lead to a Superior Proposal and that in either case was unsolicited and made after the date of this Agreement in circumstances not otherwise involving a breach of this Agreement, and such Party’s board of directors determines in good faith, after consultation with any Person outside legal counsel, that a failure to take action with respect to any such Acquisition Proposal would be inconsistent with its fiduciary duties to its shareholders under applicable Law, such Party may, in response to such Acquisition Proposal, (iii) provide any non-public and subject to compliance with Section 5.9(c), furnish information to, or afford access with respect to such Party to the businessparty making such Acquisition Proposal pursuant to a confidentiality agreement that contains provisions not less favorable to such Party (an “Acceptable Confidentiality Agreement”), properties, assets, books or records than those contained in the Confidentiality Agreement. It is agreed that any violation of the Company torestrictions set forth in the preceding sentence by any officers, any Person (other than Parent, Purchaser, directors or employees or any designees of Parent or Purchaser) in connection with any Acquisition ProposalAffiliate, (iv) enter into any agreement in principleinvestment banker, letter of intentfinancial advisor, term sheetattorney, merger agreement, purchase agreement, acquisition agreement, option agreement accountant or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder Representative of Company Common Stock to not tender shares each of Company Common Stock in the Offer Parties or (vi) resolve or agree to do any of the foregoingtheir respective Subsidiaries shall be deemed to be a breach of this Section 5.9(a) by such Party. Each Stockholder Party shall, and shall direct cause its Subsidiaries and each of their directors, officers, employees, and Representatives involved in the Contemplated Transactions to, immediately cease any solicitationand all existing activities, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Persons conducted heretofore with respect to any Acquisition Proposal and will use and cause to be used all commercially reasonable efforts to enforce any confidentiality or potential Acquisition Proposal that could reasonably be expected similar or related agreement relating to lead to an any Acquisition Proposal. Notwithstanding the foregoing, including promptly requiring any other party to such Stockholder an agreement to promptly destroy or its Representative may, solely in response to an inquiry return all related information provided by or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by applicable Party or its directors and Representatives acting in their authorized capacities on behalf of such StockholderAffiliates.

No Solicitation. Each StockholderSubject to Section 8 hereof, solely in its capacity as a stockholder of prior to the CompanyTermination Date, such Shareholder shall not, and shall direct cause its respective Representatives involved in the Contemplated Transactions not to: , (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking initiate any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposalto, (iii) or provide any non-public information toor data concerning the Company or their respective Subsidiaries, to any Person relating to a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction or afford to any Person access to the business, properties, assets, books assets or records personnel of the any Group Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) their respective Subsidiaries in connection with any Acquisition a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction, (ivii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, letter of intentor any other agreement relating to a Business Combination Proposal, term sheetan Acquisition Proposal or a Specified Other Transaction, merger agreement(iii) grant any waiver, purchase agreement, acquisition agreement, option amendment or release under any confidentiality agreement or other similar instrument the anti-takeover Laws of any state relating to a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a Business Combination Proposal, (v) recommend any other holder an Acquisition Proposal or a Specified Other Transaction. Such Shareholder also agrees that immediately following the execution of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder this Agreement such Shareholder shall, and shall direct cause its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, and all existing discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) conducted heretofore with respect to any Business Combination Proposal, Acquisition Proposal or potential Acquisition Proposal a Specified Other Transaction. Such Shareholder shall promptly (and in any event within two (2) Business Days) notify, in writing, SPAC of the receipt of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to an Acquisition to, a Business Combination Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal or a Specified Other Transaction which notice shall include a summary of the restrictions material terms of this Section 4.6 such inquiry, proposal or offer (and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner other documents evidencing or specifying the terms of such Stockholder that is still affiliated proposal, offer, inquiry or request). Such Shareholder shall promptly (and in any event within twenty-four (24) hours) keep SPAC reasonably informed of any material developments with respect to any such Stockholderinquiry, but proposal, offer, request for information or a Business Combination Proposal, an Acquisition Proposal or a Specified Other Transaction (b) shall exclude in each case, including any material changes thereto). Notwithstanding anything in this Agreement to the contrary, (i) such Shareholder shall not be responsible for the actions of the Company or the Company Board (or any limited partnercommittee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Shareholder makes no representations or warranties with respect to the actions of any general partner that is no longer affiliated with such Stockholderof the Company Related Parties, and (iii) any employees or other Representativesbreach by the Company of its obligations under Section 8.6 (Business Combination Proposal, in each case of clauses (iAcquisition Proposals and Specified Other Transactions) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether Business Combination Agreement shall not be considered a breach of this Section 4.6 has occurred6(a) (it being understood that, for the actions avoidance of doubt, such Stockholder’s directors and Shareholder or his, her or its Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be remain responsible for any breach by such Shareholder or his, her or its Representatives of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder6(a)).

No Solicitation. Each Stockholder, solely in its capacity as a stockholder (a) As of the Companydate hereof, the Company shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in immediately cease any discussions or negotiations with any Person that may be ongoing with respect to a Takeover Proposal and, if applicable, shall seek to have returned to the Company any Acquisition Proposalconfidential information that had been provided in any such discussions or negotiations. From and after the date hereof until the earlier to occur of the Acceptance Time or the date of termination of this Agreement in accordance with Article VIII, the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly, (iiii) provide any non-public solicit, initiate or knowingly encourage (including by way of furnishing information towhich has not been previously publicly disseminated), or afford access take any other action designed to the business, properties, assets, books or records of the Company tofacilitate, any Person (other than Parent, Purchaserinquiry or the making of any proposal which constitutes, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could may reasonably be expected to lead to an Acquisition to, any Takeover Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) enter into any general partner letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that if, prior to the Acceptance Time, following the receipt of a Superior Proposal or a Takeover Proposal that the Company Board determines in good faith is no longer affiliated reasonably expected to lead to a Superior Proposal, and the Company Board determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such StockholderTakeover Proposal would be inconsistent with its fiduciary duties (it being understood that, for all purposes of this Agreement, references to fiduciary duties of the Company Board shall include the duties of individual directors under the MGCL) to the Company and its stockholders under applicable Law, the Company may, in response to such Takeover Proposal, and subject to compliance with Section 6.3(c), (A) furnish information with respect to the Company to the party making such Takeover Proposal pursuant to a confidentiality agreement (an “Acceptable Confidentiality Agreement”) that contains provisions not less favorable to the Company in all material respects than those contained in the Confidentiality Agreement; provided that such Acceptable Confidentiality Agreement need not include a comparable standstill provision if the Company (x) waives the standstill provisions of the Confidentiality Agreement in favor of Parent or (y) similarly modifies the standstill provisions of the Confidentiality Agreement applicable to Parent, and (iiiB) engage in discussions or negotiations with such party regarding such Takeover Proposal. It is agreed that any violation of the restrictions set forth in the preceding sentence by any officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge Representative of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes Company or any of determining whether the Company Subsidiaries shall be deemed to be a breach of this Section 4.6 has occurred, 6.3(a) by the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderCompany.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder (a) From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the date of the Companytermination of the Merger Agreement, each Shareholder agrees that it shall not, and shall direct cause each of its Affiliates, and its and their respective Representatives involved in the Contemplated Transactions not to: (i) , directly or indirectly initiate, (A) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could is reasonably likely to lead to a Takeover Proposal, (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any of the Company’s or its Subsidiaries’ confidential information with respect to, any Takeover Proposal, or (C) enter into any Takeover Proposal Documentation with respect to a Takeover Proposal. Notwithstanding the foregoing, if the Company Board of Directors has determined, after consultation with its financial advisor and outside counsel, that an unsolicited bona fide written Takeover Proposal constitutes or would reasonably be expected to lead to any Acquisition a Superior Proposal, if the Company is participating in discussions and negotiations with, or furnishing information to the person making such Takeover Proposal pursuant to and in compliance with Section 6.06 of the Merger Agreement, then, notwithstanding clauses (iiA) directly or indirectly engage inand (B) above, enter into or such Shareholder, its Affiliates and their respective Representatives may also participate in any discussions and negotiations with, and furnish information to, the person making such Takeover Proposal at the request and direction of the Special Committee of the Company Board of Directors. Each Shareholder and its Affiliates, and its and their respective Representatives, shall immediately cease and cause to be terminated all discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person person conducted heretofore (other than with Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Takeover Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, except to the Knowledge extent any discussions or negotiations by and among the parties to the A&R SSCSA are required pursuant to the terms of such agreement as in effect as of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderdate hereof.

No Solicitation. (a) Each Stockholder, solely in its capacity as a stockholder of the Company, shall Sellers agrees that it will not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly through any officer, subsidiary, Affiliate, director, employee, stockholder, representative, agent or other Person, (i) directly or indirectly seek, initiate, solicit, solicit or knowingly encourage any Person to make an inquiry or knowingly facilitate proposal with respect to the purchase or other acquisition (including by way of providing information a merger, consolidation, stock purchase, asset purchase or taking share exchange) of a significant portion of the Fastener Business Assets or any substantially similar transaction, in each case other action) any inquiries, proposals or offers, or than the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any transactions contemplated by this Agreement (a "Fastener Business Acquisition Proposal"), (ii) directly engage in negotiations or indirectly engage in, enter into or participate in any discussions or negotiations concerning a Fastener Business Acquisition Proposal with any Person with respect to any Acquisition Proposalor group, (iii) provide disclose any non-public information to, relating to the Sellers or afford give access to the business, properties, assetsemployees, books or records of the Company to, Sellers or any of its subsidiaries to any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) group in connection with any Fastener Business Acquisition Proposal, Proposal or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement approve or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do approve or recommend any Fastener Business Acquisition Proposal; provided that nothing herein shall prevent the Board of Directors of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person Parent from (other than Parent, Purchaser, or any designees of Parent or Purchasera) with respect furnishing information to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an a Fastener Business Acquisition Proposal of the restrictions not solicited in violation of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital 5.11 or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partnersubject to the other provisions of this Section 5.11, entering into or participating in discussions or negotiations concerning a Fastener Business Acquisition Proposal not solicited in violation of this Section 5.11 so long as, in each case, (iix) the Board of Directors of the Parent shall have concluded in good faith, after receiving and considering the advice of its outside legal counsel, that failing to participate in such discussions or negotiations or furnishing such information would cause the Board of Directors of the Parent to be in breach of its fiduciary responsibilities to its stockholders under applicable Law, and (y) prior to participating in such discussions or negotiations or furnishing any general partner such information, such Seller and the party making such offer agrees to a confidentiality agreement that is no longer affiliated more favorable to the party receiving information than the Confidentiality Agreement and the Buyer is given concurrent or advance written notice thereof. The Board of Directors of the Parent may (A) fail to make, withdraw, or modify in a manner adverse to the Parent its recommendation to its stockholders referred to in Section 5.12 hereof, (B) take and disclose to its stockholders a position contemplated by Rule 14e-2 under the Exchange Act or otherwise complying with such Stockholderits disclosure obligations and/or (C) take any non-appealable, and (iii) final action ordered to be taken by the Parent by any employees or other Representativescourt of competent jurisdiction, but in each case only if the Board of clauses (i) to (iii), who do not have actual knowledge Directors of the Contemplated Transactions. Each Stockholder acknowledges and agrees thatParent shall have concluded in good faith, for purposes after consultation with its outside legal counsel, that such action is required in the exercise of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderfiduciary duties under applicable Law.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of, the Company or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate, knowingly encourage or take any other action to knowingly facilitate the submission of any Company Takeover Proposal, (ii) enter into any agreement, letter of intent, term sheet or other similar instrument with respect to any Company Takeover Proposal or (iii) enter into, continue, conduct, engage or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, or otherwise knowingly take any action to facilitate, any proposal that could reasonably be expected to lead to a Company Takeover Proposal. The Company shall, and shall cause the Company Subsidiaries and direct its Representatives involved to, immediately cease and cause to be terminated all existing discussions and negotiations with any person conducted heretofore with respect to any Company Takeover Proposal and shall request the prompt return or destruction of all confidential information previously furnished in connection therewith. Notwithstanding the Contemplated Transactions not to: (i) directly or indirectly initiateforegoing, solicitprior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesthe Company and its Representatives may, proposals or offersin response to a bona fide written Company Takeover Proposal that the Company Board determines in good faith, or after consultation with the making of any submission or announcement of any inquiryCompany’s outside legal counsel and independent financial advisor, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition a Superior Company Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to and which Company Takeover Proposal was made after the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, date hereof and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.65.03(a), inform and subject to compliance with Section 5.03(c), (x) provide access or furnish information with respect to the Company and the Company Subsidiaries to the person making such Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement and (y) participate in discussions or negotiations (including solicitation of a Person revised Company Takeover Proposal) with such person and its Representatives regarding such Company Takeover Proposal. The Company will provide Parent and U.S. Parent with all non-public information regarding the Company that has made or, not previously been provided to the Knowledge of the Stockholder Parent or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder U.S. Parent that is still affiliated with provided to any person making such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderCompany Takeover Proposal.

No Solicitation. Each Stockholder(a) From and after the date of this Agreement until the Closing or termination of this Agreement pursuant to Article IX, solely in Parent and its capacity as a stockholder of the Company, shall subsidiaries will not, and shall direct its Representatives involved in the Contemplated Transactions not nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesinduce the making, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Parent Acquisition ProposalProposal (as hereinafter defined), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with regarding, or furnish to any Person person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes an Parent Acquisition Proposal, (iii) provide engage in discussions with any non-public person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) except as set forth in Section 5.2(c), approve, endorse or recommend any Parent Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Proposal; provided, however, that prior to the approval of the Parent Stockholder Approval at the Parent Stockholders' Meeting, Parent may furnish nonpublic information regarding Parent and its subsidiaries to, or enter into discussions or negotiations with, any person or group who has submitted (and not withdrawn) to Parent an unsolicited, written, bona fide Parent Acquisition Proposal that the Board of Directors of Parent reasonably concludes (after consultation with a financial advisor of national standing) may constitute a Superior Offer if (1) neither Parent nor any representative of Parent and its subsidiaries shall have violated any of the restrictions set forth in this Section 5.4, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action is required in order for the Board of Directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law, (3) 36 hours prior to furnishing any such nonpublic information to, or afford access to the businessentering into any such discussions with, propertiessuch person or group, assets, books or records Parent gives VHA and UHC written notice of the Company identity of such person or group and all of the material terms and conditions of such Parent Acquisition Proposal and of Parent's intention to furnish nonpublic information to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principlediscussions with, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement such person or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shallgroup, and shall direct Parent receives from such person or group an executed confidentiality agreement containing customary terms. Parent and its Representatives involved in the Contemplated Transactions to, subsidiaries will immediately cease any solicitationand all existing activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Parent Acquisition Proposal. Notwithstanding Without limiting the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal it is understood that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal any violation of the restrictions set forth in the preceding two sentences by any officer, director or employee of this Section 4.6 and Parent or any of the Merger Agreement. For clarityits subsidiaries or any investment banker, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees attorney or other Representatives, in each case advisor or representative of clauses (i) Parent or any of its subsidiaries shall be deemed to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether be a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.5.4(a)

No Solicitation. Each StockholderFrom the date hereof until the termination hereof, solely in Company will not and will cause its capacity as a stockholder Subsidiaries and the officers, directors, employees, investment bankers, consultants and other agents of the Company, shall not, Company and shall direct its Representatives involved in the Contemplated Transactions Subsidiaries not to: (i) , directly or indirectly indirectly, take any action to solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission Acquisition Proposal or announcement of any inquiry, proposal inquiry with respect thereto or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person person with respect thereto, or disclose any non-public information relating to Company or any of its Subsidiaries or afford access to the properties, books or records of Company or any of its Subsidiaries to, any person that has made any Acquisition Proposal, (iii) provide any ; provided that nothing contained in this Section 5.05 shall prevent Company from furnishing non-public information to, or afford entering into discussions or negotiations with, any person in connection with an unsolicited bona fide Acquisition Proposal received from such person that the Company Board determines in good faith is reasonably likely to lead to a Superior Proposal, so long as prior to furnishing non-public information to, or entering into discussions or negotiations with, such person, Company receives from such person an executed confidentiality agreement with terms no less favorable to Company than those contained in the Parent Confidentiality Agreement; provided, further that nothing contained in this Agreement shall prevent the Company Board from complying with Rule 14e-2 or 14d-9 under the 1934 Act with regard to an Acquisition Proposal. Company will promptly notify (which notice shall be provided orally and in writing and shall identify the person making such Acquisition Proposal and set forth the material terms thereof) Parent, within 24 hours after receipt of any Acquisition Proposal or any request for nonpublic information relating to Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company to, or any Person (other than Parent, Purchaserof its Subsidiaries by any person that may be considering making, or any designees has made, an Acquisition Proposal if Company is prepared to provide such person with access to such nonpublic information or properties, books or records. Company shall give Parent two business days' advance notice (which notice shall include the terms and conditions of Parent or Purchaser) in connection such proposal with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating respect to an Acquisition Proposal) of any definitive agreement providing for an Acquisition Proposal to be entered into with any person or entity making any such inquiry, (voffer or proposal. Company shall not be permitted to terminate this Agreement pursuant to Section 7.01(d)(1) recommend unless it shall have satisfied the obligations of this Section 5.05 and prior to any other holder of such termination, Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct cause its Representatives involved financial and legal advisors to, during the two business day period referenced in the Contemplated Transactions preceding sentence, negotiate in good faith with Parent to make such adjustments in the terms and conditions of this Agreement as would enable Company to proceed with the transactions contemplated herein. Company will, and will cause the other persons listed in the first sentence of this Section 5.05 to, immediately cease any solicitationand cause to be terminated all discussions and negotiations, discussionsif any, or negotiations that have taken place prior to the date hereof with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) parties with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding Subject to compliance with their fiduciary duties, as determined in good faith by the foregoingCompany Board, such Stockholder or its Representative may, solely and subject to the exceptions set forth in response to an inquiry or proposal that did not result from a material breach of this Section 4.65.05, inform a Person that has made or, the Company Board shall not authorize Company to the Knowledge of the Stockholder waive any standstill or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder confidentiality provisions contained in agreements to which Company is a venture capital party or private equity investorto which Company is subject, other than the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderParent Confidentiality Agreement.

No Solicitation. Each Stockholder, solely in (a) The Company and its capacity as a stockholder of the Company, shall Subsidiaries will not, and shall the Company will direct and use its Representatives involved in the Contemplated Transactions reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives not to: (i) , directly or indirectly indirectly, take any action to solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission Acquisition Proposal (including without limitation by amending, or announcement granting any waiver under, Article NINTH of the Company Charter or Section 203 of the DGCL) or any inquiry, proposal inquiry with respect thereto or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect thereto (except to notify such Person of the existence of the provisions of this Section 7.8), or disclose any nonpublic information or afford access to properties, books or records to any Person that has made, or to the Company’s knowledge is considering making, any Acquisition Proposal, (iii) provide any non-public information toor approve or recommend, or afford access propose to the business, properties, assets, books approve or records of the Company to, any Person (other than Parent, Purchaserrecommend, or any designees of Parent execute or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any letter of intent, agreement in principle, letter of intent, term sheet, merger agreement, purchase option agreement, acquisition agreement, option agreement or other similar instrument agreement relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve propose publicly or agree to do any of the foregoingforegoing relating to an Acquisition Proposal. Each Stockholder shall, and Nothing contained in this Agreement shall direct its Representatives involved in prevent the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations Board of Directors of the Company from (i) complying with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Rule 14e-2 under the Exchange Act with respect regard to any an Acquisition Proposal or potential (ii) making any disclosure if, in the case of this clause (ii), in the good faith judgment of the Company’s Board of Directors, after consultation with outside counsel, the failure to make such disclosure would be reasonably likely to be inconsistent with the directors’ exercise of their fiduciary duties to the Company’s stockholders under applicable law; provided, however, that any such disclosure that relates to an Acquisition Proposal shall be deemed to be a Change in the Company Recommendation unless the Company’s Board of Directors reaffirms the Company Recommendation in such disclosure. Notwithstanding anything to the contrary in this Agreement but subject to the first sentence of Section 7.8(b), prior to (but not after) the date of the Company Stockholder Approval, the Company may, directly or indirectly through its advisors, agents or other intermediaries, (A) furnish information and access, but only in response to a request for information or access, to any Person making a bona fide, written Acquisition Proposal to the Board of Directors of the Company after the date hereof which was not obtained in breach of Section 5.2 or this Section 7.8 and (B) participate in discussions and negotiate with such Person or its representatives concerning any such unsolicited Acquisition Proposal, if and only if, in any such case set forth in clause (A) or (B) of this sentence, (1) the Board of Directors of the Company concludes in good faith, after (x) receipt of the advice of a financial advisor of nationally recognized reputation and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead result in a Superior Proposal and (y) taking into account any revisions to the terms of the Merger or this Agreement proposed by Parent after being notified pursuant to Section 5.2(b), that failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law and (2) (x) the Company receives from the Person making such an Acquisition Proposal. Notwithstanding , prior to engaging in any of the foregoing, such Stockholder activities described in clause (A) or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach (B) of this Section 4.6sentence, inform a Person that has made oran executed confidentiality agreement the material terms of which, as they relate to confidentiality, are (without regard to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner terms of such Stockholder that is still affiliated with such Stockholder, but (bAcquisition Proposal) shall exclude in all material respects (i) any limited partner, no less favorable to the Company and (ii) any general partner that is no longer affiliated with less restrictive to the Person making such Stockholder, Acquisition Proposal than those contained in the Confidentiality Agreement and (iiiy) any employees information provided to such Person has previously been provided to Parent or other Representatives, is provided to Parent prior to or substantially concurrently with the time it is provided to such Person. The Board of Directors of the Company shall not take any of the actions referred to in each case of the foregoing clauses (iA) and (B) unless the Company shall have first delivered to (iii), who do not have actual knowledge of Parent written notice advising Parent that the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of Company intends to take such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderaction.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, shall (a) The Company agrees that it will not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly through any officer, subsidiary, affiliate, director, employee, stockholder, representative, agent or other person, (i) directly or indirectly seek, initiate, solicit, solicit or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected Person to lead to any make an Acquisition Proposal, (ii) directly engage in negotiations or indirectly engage in, enter into or participate in any discussions or negotiations concerning an Acquisition Proposal with any Person with respect to any Acquisition Proposalperson or group, (iii) provide disclose any non-public information to, relating to the Company or afford give access to the business, properties, assetsemployees, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent its subsidiaries to any person or Purchaser) group in connection with any Acquisition Proposal, Proposal or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement approve or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do approve or recommend any Acquisition Proposal; provided that nothing herein shall prevent the Board of Directors from (a) furnishing information to any person that has made an Acquisition Proposal not solicited in violation of this paragraph or (b) subject to the other provisions of this paragraph, entering into or participating in discussions or negotiations concerning an Acquisition Proposal not solicited in violation of this paragraph so long as, in any case, (x) the Board of Directors or the Special Committee shall have concluded in good faith, after receiving and considering the advice of its outside legal counsel, that failing to participate in such discussions or negotiations or furnishing such information would cause the Board of Directors or the Special Committee to be in breach of its respective fiduciary responsibilities to the Company Stockholders under applicable law, and (y) prior to participating in such discussions or negotiations or furnishing any such information, the Company and the party making such offer agrees to a confidentiality agreement on terms that are, in the aggregate, no less favorable to the Company than those of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person Confidentiality Agreement to which Sponsor is a party (other than Parentthe standstill provisions thereof) and Merger Subsidiary is given concurrent or advance written notice thereof unless the Board of Directors or the Special Committee shall have concluded in good faith, Purchaserafter receiving and considering the advice of its outside counsel, that doing so would cause it to be in breach of its respective fiduciary responsibilities to the Company Stockholders under applicable law. The Board of Directors or the Special Committee may (x) fail to make, withdraw, or any designees of Parent or Purchasermodify in a manner adverse to Merger Subsidiary its recommendation to its stockholders referred to in Section 6.03 hereof, (y) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, take and disclose to the Knowledge Company Stockholders a position contemplated by Rule 14e-2 under the 1934 Act or otherwise complying with its disclosure obligations and/or (z) take any non-appealable, final action ordered to be taken by the Company by any court of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholdercompetent jurisdiction, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case only if the Board of clauses (i) Directors or the Special Committee determines, in good faith after consultation with outside legal counsel to (iii)the Company, who do not have actual knowledge that such action is required in the exercise of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderrespective fiduciary duties under applicable law.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, shall not(a) The Company shall, and shall direct and cause its Representatives involved in officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Company Takeover Proposal (as defined below) and immediately request that all confidential information furnished by or on behalf of the Contemplated Transactions not Company be returned. The Company shall not, nor shall it permit any of its subsidiaries to: , nor shall it authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries, directly or indirectly, to (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking take any other action) action knowingly designed or reasonably likely to facilitate, any inquiries, proposals or offers, inquiries or the making of any submission proposal which constitutes, or announcement may reasonably be expected to lead to, any Company Takeover Proposal or (ii) participate in any discussion or negotiations regarding any Company Takeover Proposal; provided, however, that if, at any time prior to the Company shareholder meeting with respect to the transactions contemplated hereby, the Board of Directors of the Company determines in good faith, based on the advice of its outside legal counsel, that the failure to do so would result in a breach of its fiduciary duties to the Company's shareholders under applicable Law, the Company may, in response to a Company Superior Proposal (as defined below), and subject to compliance with Section 4.8(c), (x) furnish information with respect to the Company to any person pursuant to a customary confidentiality agreement (as determined by the Company after consultation with outside legal counsel) and (y) participate in negotiations regarding such Company Takeover Proposal for purposes of determining in good faith if such Company Takeover Proposal is a Company Superior Proposal. "Company Takeover Proposal" means any inquiry, proposal or offer that constitutes from any person relating to (1) any direct or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly indirect acquisition or indirectly engage in, enter into purchase of assets representing 20% or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to more of the business, properties, assets, books or records consolidated assets of the Company toand the Company Subsidiaries, (2) any Person issuance, sale, or other disposition of (other than Parentincluding by way of merger, Purchaserconsolidation, business combination, share exchange, joint venture, or any designees similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of Parent or Purchaser) in connection with any Acquisition Proposalthe voting power of the Company, (iv3) enter into any agreement in principletender offer, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement exchange offer or other similar instrument relating to an Acquisition Proposaltransaction in which, if consummated, any person shall acquire beneficial ownership (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock as such term is defined in Rule 13d-3 under the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussionsSecurities Exchange Act), or negotiations with any Person (other than Parent, Purchaserthe right to acquire beneficial ownership, or any designees "group" (as such term is defined under the Securities Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership, of, 20% or more of Parent the outstanding voting capital stock of the Company, or, (4) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or Purchaser) with respect to similar transaction involving the Company or any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition ProposalCompany Subsidiary, other than the transactions contemplated by this Agreement. Notwithstanding any provision to the foregoingcontrary contained in this Section 4.8, such Stockholder or the provision by the Company of copies of its Representative maySEC filings by its investor relations department to third parties in a manner consistent with its historical practices, solely in response to an inquiry or proposal that did shall not result from be deemed a material breach violation of this Section 4.64.8. For purposes of this Agreement, inform a Person that has "Company Superior Proposal" means any bona fide proposal made orby a third party to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more than a majority of the combined voting power of the Company Shares then outstanding or all or substantially all the assets of the Company, on terms which the Board of Directors of the Company determines in its good faith judgment based on the advice of the Company's financial advisers and outside legal counsel to be more favorable to the Knowledge Company's shareholders, from a financial point of view, than the Merger (taking into account all factors relating to such proposed transaction deemed relevant by the Board of Directors of the Stockholder or its Representative (as applicable)Company, is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarityincluding, if such Stockholder is a venture capital or private equity investorwithout limitation, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, financing thereof and (iii) any employees or all other Representatives, in each case of clauses (i) to (iiiconditions thereto), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) Seller shall not, not nor shall it authorize (and shall direct use its Representatives involved in the Contemplated Transactions best efforts not to: to permit) any Affiliate, officer, director, manager or employee of, or any investment banker, attorney or other advisor or representative (collectively, "REPRESENTATIVES") of Seller to (i) directly solicit or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking initiate any other action) any inquiries, proposals or offersinquiries relating to, or the making of any submission or announcement of any inquiryof, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to regarding any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, or furnish to any Person any non-public information or data with respect to or provide access to the properties of Seller, or take any other action in order to facilitate the making of any proposal that constitutes an Acquisition Proposal or (iviii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected approve or resolve to lead to an approve any Acquisition Proposal; provided, that notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.04 or any other provision hereof shall prohibit Seller or Seller's board of directors from taking and disclosing to Seller's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, provided that Seller may not, except as permitted by Section 5.04(b), withdraw or modify, or propose to withdraw or modify, the Seller Board Recommendation or approve or recommend, or propose to approve or recommend any Acquisition Proposal, or enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, Seller will immediately cease any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing. Notwithstanding the foregoing, prior to the Closing Date, Seller may furnish nonpublic information or data concerning, or provide access to, its businesses, properties or assets to any Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) and may negotiate and participate in discussions and negotiations with such Stockholder Person or its Representative maygroup concerning an Acquisition Proposal, solely provided that such Person or group shall have entered into a confidentiality agreement, the confidentiality provisions of which shall be no more favorable to such third party than those provided for in response the Confidentiality Agreement (provided that such confidentiality agreement must permit Seller to an inquiry or proposal that did not result from a material breach disclose to Parent all of the information required to be disclosed by Seller to Parent by this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a5.04) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.if:

No Solicitation. Each Stockholder, solely in its capacity as a stockholder (a) From the date of this Agreement until the earlier of the CompanyEffective Time or termination of this Agreement pursuant to Section 8, the Company shall notnot directly or indirectly, and shall direct its Representatives involved in not authorize or permit any Subsidiary of the Contemplated Transactions not Company or any Representative of any of the Acquired Companies directly or indirectly to: , (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesinduce the making, proposals or offers, or the making of any submission or announcement of any inquiryAcquisition Proposal or take any action that would, proposal individually or offer that constitutes or could in the aggregate, reasonably be expected to lead to any an Acquisition Proposal, (ii) directly furnish any information regarding any of the Acquired Companies to any Person in connection with or indirectly in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal, (iii) engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iiiiv) provide any non-public information toapprove, endorse or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with recommend any Acquisition Proposal, Proposal or (ivv) enter into any agreement in principle, letter of intentintent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, term sheethowever, merger agreementthat nothing herein shall prohibit the Company's Board of Directors from complying with Rules 14d-9 or 14e-2 under the Exchange Act; and provided, purchase agreementfurther, acquisition agreementthat prior to the Required Company Stockholder Approval, option agreement this Section 4.3(a) shall not prohibit the Company from furnishing nonpublic information regarding the Acquired Companies to, or other similar instrument relating entering into discussions with, any Person in response to an Acquisition Proposal, Proposal that is submitted to the Company by such Person (vand not withdrawn) recommend if (1) neither the Company nor any other holder Representative of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shallAcquired Companies shall have violated in any material respect any of the restrictions set forth in this Section 4.3, and shall direct its Representatives involved (2) the Board of Directors of the Company concludes in the Contemplated Transactions to, immediately cease any solicitation, discussionsgood faith (based upon a written opinion of an independent financial advisor of nationally recognized reputation) that such Acquisition Proposal constitutes, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could would reasonably be expected to lead to, a Superior Offer, (3) the Board of Directors of the Company concludes in good faith after having taken into account the advice of its outside legal counsel, that such action is required in order for the Board of Directors of the Company to an Acquisition Proposal. Notwithstanding comply with its fiduciary obligations to the foregoingCompany's stockholders under applicable law, (4) at least 24 hours prior to furnishing any such nonpublic information to, or entering into discussions with, such Stockholder or its Representative mayPerson, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge Company gives Parent written notice of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal identity of the restrictions of this Section 4.6 such Person and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) Company's intention to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.furnish

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries to, and it shall direct cause its and its Subsidiaries’ respective Representatives involved in the Contemplated Transactions not to, directly or indirectly: (i) directly initiate or indirectly initiate, solicit, or knowingly encourage solicit or knowingly facilitate or encourage (including by way of it being understood that providing information or taking any other actionin the ordinary course of business consistent with past practice to categories of Persons to whom the Company routinely provides such information in the ordinary course of business consistent with past practice will not, in and of itself, constitute encouragement hereunder) any inquiries, proposals or offers, inquiry or the making of any submission or announcement of any inquiry, proposal or offer that constitutes a Takeover Proposal or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with regarding, furnish to any Person any information or data or access to its properties with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books otherwise cooperate with or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend knowingly take any other holder of action to facilitate any proposal that constitutes any Takeover Proposal. The Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct cause its Subsidiaries and its and their respective Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, and cause to be terminated all existing discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) conducted heretofore with respect to any Acquisition Takeover Proposal (and shall not waive or potential Acquisition Proposal otherwise modify any existing standstill provision or confidentiality agreement that could reasonably be expected benefits the Company) and request from each Person that has executed a confidentiality agreement with the Company the prompt return or destruction of any confidential information previously furnished to lead to an Acquisition Proposalsuch Person in connection therewith. Notwithstanding the foregoing, such prior to receipt of the Company Stockholder or Approval, the Company and its Representative mayRepresentatives, solely in response to an inquiry or proposal a bona fide written Takeover Proposal that was made after the date of this Agreement and did not result from a material breach of this Section 4.6Agreement and that (1) constitutes a Superior Proposal or (2) the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) could reasonably be expected to result in a Superior Proposal, inform a Person that has made or, shall be permitted to: (A) provide access to non-public information to the Knowledge Person making such Takeover Proposal pursuant to and in accordance with an executed confidentiality agreement not less restrictive of the Stockholder other party than the Confidentiality Agreement; provided that all such information provided to such Person has previously been provided to Parent or its Representative (as applicable), is considering making an Acquisition Proposal of provided to Parent prior to or substantially concurrently with the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if time it is provided to such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, Person; and (iiiB) any employees participate in discussions or other Representatives, in each case of clauses (i) negotiations with respect to (iii), who do not have actual knowledge of such Takeover Proposal with the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of Person making such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderTakeover Proposal.

No Solicitation. Each StockholderAcquirer agrees that, solely in its capacity as a stockholder from and after the date of this Agreement until the earlier of the CompanyTermination Date and the Effective Time, shall notneither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries or its or their Representatives shall, and shall direct its Representatives involved in the Contemplated Transactions not to: (i) directly or indirectly indirectly, initiate, solicit, solicit or knowingly encourage or knowingly otherwise facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, inquiries or the making of an Acquirer Acquisition Proposal (as defined below). Acquirer further agrees that neither it nor any submission of its Subsidiaries nor any of its or announcement of its Subsidiaries' officers or directors shall, and that it shall direct and use its best reasonable efforts to cause its Representatives not to, directly or indirectly, have any inquiry, proposal discussions with or offer that constitutes provide any confidential information or could reasonably be expected to lead data to any Person relating to an Acquirer Acquisition Proposal or engage in any negotiations concerning an Acquirer Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquirer Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent Acquirer or its Board of Directors from (i) making any disclosure to its stockholders if, in the good faith judgment of its Board of Directors, failure so to disclose would be inconsistent with its obligations under applicable law; (ii) directly negotiating with or indirectly engage infurnishing information to any Person who has made a bona fide written Acquirer Acquisition Proposal which did not result from a breach of this Section 6.2; or (iii) recommending such Acquirer Acquisition Proposal to its stockholders, enter into if and only to the extent that, in the case of actions referred to in clause (ii) or participate in clause (iii), such Acquirer Acquisition Proposal is a Superior Proposal (as defined below) and the Company is given at least two business days' notice of the existence of such Superior Proposal. Acquirer agrees that it will, on the date hereof, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquirer Acquisition Proposal. Notwithstanding Nothing contained in this Agreement shall prevent the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result Board of Directors of Acquirer from a material breach of this Section 4.6, inform a Person that has made or, to complying with Rule 14d-9 and Rule 14e-2 promulgated under the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.Exchange

No Solicitation. Each StockholderStockholder agrees that, solely in its capacity as a stockholder during the period from the date of this Agreement through the CompanyExpiration Date, such Stockholder shall not, directly or indirectly, and such Stockholder shall direct its instruct such Stockholder’s Representatives involved in the Contemplated Transactions not toto not, directly or indirectly: (ia) directly or indirectly initiate, solicit, knowingly facilitate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement initiation of any inquiry, proposal or offer that constitutes from any Person (other than Parent or could reasonably be expected Parent’s Representatives) relating to lead to any a possible Acquisition Proposal, Transaction; (iib) directly or indirectly engage in, enter into or participate in any discussions or negotiations with or enter into any Person with respect to any Acquisition Proposalagreement with, (iii) or provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or PurchaserParent’s Representatives) relating to or in connection with any a possible Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer Transaction; or (vic) resolve consider, entertain or agree to do accept any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, proposal or negotiations with offer from any Person (other than Parent, Purchaser, or any designees of Parent or PurchaserParent’s Representatives acting on behalf of Parent) relating to a possible Acquisition Transaction. Each Stockholder shall immediately cease and discontinue, and each Stockholder shall ensure that such Stockholder’s Representatives immediately cease and discontinue, any existing discussions with any Person that related to any inquiry, proposal or offer relating to a possible Acquisition Transaction. Nothing contained in this Section 5 or Section 4.4 of the Merger Agreement shall prohibit such Stockholder or its Representatives from having discussions with any potential joint venture partner or otherwise considering any strategic acquisition so long as (x) the potential joint venture or acquisition transaction does not contemplate the sale or issuance of any securities of any Acquired Company (unless otherwise disclosed to Parent prior to the date hereof) and would be intended primarily to address the needs of the Acquired Companies to find alternative sources of production of wafers for customers of the Acquired Companies during periods where the Acquired Companies lack the manufacturing capacity to fulfill their customers’ orders or forecasted orders for wafers, and (y) the Company does not enter into any letter of intent or other binding agreement with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable)foregoing without the prior written consent of Parent, is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderunreasonably withheld.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, The Company shall not, and shall direct not authorize or permit any of its Representatives involved in the Contemplated Transactions not officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it to: , (ia) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information), or taking take any other action) action to facilitate, any inquiries, proposals or offers, inquiries or the making of any submission proposal which constitutes, or announcement may reasonably be expected to lead to, any Takeover Proposal (as hereinafter defined), or (b) agree to or endorse any Takeover Proposal. Notwithstanding the immediately preceding sentence, if the Company shall not have breached the covenant provided by clause (a) of any inquirythe immediately preceding sentence and a Takeover Proposal, proposal or offer a written expression of interest that constitutes or could can reasonably be expected to lead to any Acquisition a Takeover Proposal, shall occur, then, upon the good faith determination of the Board of Directors of the Company, acting upon the advice of its legal and financial advisors, that the Takeover Proposal is a better offer than the transactions contemplated by this Agreement and consistent with the fiduciary obligations under applicable law of the Company's Board of Directors, the Company and its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants and other representatives retained by it may furnish in connection therewith information (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any including non-public information toinformation, or afford access but only pursuant to a confidentiality agreement in customary form, including customary standstill provisions) and take such other actions as are consistent with the business, properties, assets, books or records fiduciary obligations of the Company to, any Person (other than Parent, Purchaser, or any designees Company's Board of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shallDirectors, and such actions shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably not be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether considered a breach of this Section 4.6 has occurred5.12 or any other provision of this Agreement; provided, however, that the Company shall not, and shall not permit any of its officers, directors, employees or other representatives to, agree to or endorse any Takeover Proposal unless the Company shall have terminated this Agreement pursuant to Section 7.1(e) and paid to Parent all amounts payable to Parent pursuant to Section 5.6(b). The Company shall promptly advise Parent orally and in writing of any inquiries or Takeover Proposals and keep Parent informed of the status and material information with respect to such inquiries or Takeover Proposals. As used in this Agreement, "Takeover Proposal" shall mean any tender or exchange offer, proposal for a merger, consolidation or other business combination involving the Company or the Company Common Stock and made by a Person other than Parent or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets of, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be Company other than the actions of such Stockholder, and such Stockholder shall be responsible for any breach of transactions contemplated by this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderAgreement.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its and its Subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants or other advisors or representatives (collectively, "Representatives") to, directly or indirectly (and it shall direct instruct, and cause each of its Representatives involved in Subsidiaries to instruct, each such Representative of the Contemplated Transactions Company or any of its Subsidiaries not to: ), (i) directly or indirectly initiate, solicit, initiate or knowingly encourage encourage, or knowingly facilitate (including by way of providing information or taking take any other action) action knowingly to facilitate, any inquiries, proposals Takeover Proposal or offers, any inquiries or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with respect to, any Takeover Proposal. The Company shall, and shall cause its Subsidiaries and direct its Representatives to, (A) immediately cease and cause to be terminated all existing discussions and negotiations with any person conducted heretofore with respect to any Takeover Proposal and (B) as promptly as practicable after the date hereof, request the prompt return or destruction of all confidential information previously furnished to such person(s) within the last twelve (12) months for the purpose of evaluating a possible Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, if, at any time prior to the Offer Closing, the Company, in response to a bona fide written Takeover Proposal that the Board of Directors of the Company determines in good faith constitutes or is reasonably likely to lead to a Superior Proposal, and which Takeover Proposal was not solicited after the date hereof and was made after the date hereof and did not otherwise result from a material breach of this Section 5.02, may, and may permit and authorize its Subsidiaries and its and its Subsidiaries' Representatives to, in each case subject to compliance with Section 5.02(c) and the other provisions of this Agreement, (A) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement which contains terms that are not materially less restrictive than those contained in each of the Confidentiality Agreement and the Standstill Agreement dated May 15, 2008 between Parent and the Company (as it may be amended from time to time, the "Standstill Agreement") and which need not restrict such person from making an unsolicited Takeover Proposal, provided that all such information had been provided, or is concurrently provided, to Parent, and (B) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. Without limiting the generality of the foregoing, such Stockholder it is understood that any material violation of the restrictions set forth in this Section 5.02(a) by any Subsidiary of the Company or any of the Company's or its Representative maySubsidiaries' Representatives shall be deemed to be a material breach by the Company of this Section 5.02(a). 36 For purposes of this Agreement, solely the term "Takeover Proposal" means any inquiry, proposal or offer from any person (other than Parent or Sub or any of their affiliates) relating to, or that could reasonably be expected to lead to, any direct or indirect acquisition, in response one transaction or a series of transactions, including by way of any merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, license agreement or similar transaction, of (i) assets or businesses that constitute or represent fifteen percent (15%) or more of the total revenue or assets of the Company and its Subsidiaries, taken as a whole, or (ii) fifteen percent (15%) or more of the outstanding shares of Company Common Stock or of any class of capital stock of, or other equity or voting interests in, one or more of the Subsidiaries of the Company which, in the aggregate, directly or indirectly, hold the assets or businesses referred to an inquiry or proposal that in clause (i) above. For purposes of this Agreement, the term "Superior Proposal" means any bona fide written offer, which was not solicited after the date hereof and did not result from a material breach of this Section 4.65.02(a), inform made by any person (other than Parent or Sub or any of their affiliates) that, if consummated, would result in such person (or in the case of a Person that has made ordirect merger between such person and the Company, to the Knowledge stockholders of such person) acquiring, directly or indirectly, more than fifty percent (50%) of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal voting power of the restrictions of this Section 4.6 and Company Common Stock or all or substantially all the assets of the Merger Agreement. For clarityCompany and its Subsidiaries, if such Stockholder is taken as a venture capital or private equity investorwhole, and which offer, the term “Representative” (a) shall include any general partner Board of such Stockholder that is still affiliated Directors of the Company determines in good faith, after consultation with such Stockholderits outside legal counsel and a financial advisor of nationally recognized reputation, but (b) shall exclude (i) provides a higher value to the stockholders of the Company than the consideration payable in the Offer and the Merger (taking into account all of the terms and conditions of such proposal and this Agreement (including any limited partnerchanges to the terms of the Offer or this Agreement proposed by Parent in response to such Superior Proposal or otherwise)), (ii) is not subject to any general partner that is no longer affiliated with such Stockholder, financing condition or financing contingency and (iii) any employees or is reasonably capable of being completed in a timely fashion, taking into account all financial, legal, regulatory and other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions aspects of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderproposal.

No Solicitation. Each Stockholder(a) From and after the date hereof, solely in the Company agrees (i) that it and its capacity as a stockholder of the Company, subsidiaries shall not, and nor shall direct it or its Representatives involved in subsidiaries authorize or knowingly permit any director, officer or employee of the Contemplated Transactions not Company or any of its subsidiaries or any investment banker, attorney, accountant or other advisor or representative of the Company or any of its subsidiaries (collectively, the "Representatives") to: (i) , directly or indirectly initiateindirectly, solicit, initiate or encourage, or take any other action knowingly encourage to facilitate, any Takeover Proposal (as defined below) or knowingly facilitate (including by way of providing engage in any discussions or negotiations regarding, or provide any nonpublic information or taking data to make or implement, any Takeover Proposal, in each case other actionthan a Takeover Proposal made by Parent; (ii) that it shall immediately cease and cause to be terminated any inquiries, proposals existing discussions or offers, or negotiations with any third persons conducted heretofore with a view to formulating a Takeover Proposal; and (iii) that it shall immediately notify Parent of the making receipt of any submission or announcement Takeover Proposal and that it shall keep Parent informed of the status of such Takeover Proposal; provided, however, that, at any inquirytime prior to obtaining the Stockholder Approval, proposal or offer the Company may, in response to a bona fide Takeover Proposal that constitutes or the Board of Directors of the Company determines in good faith could reasonably be expected to lead to any Acquisition Proposal, a Superior Proposal (iias defined below) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition which Takeover Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.64.02, inform a Person that has made or, (x) furnish information with respect to the Knowledge of Company and its subsidiaries to the Stockholder or person making such Takeover Proposal (and its Representative representatives) pursuant to a customary confidentiality agreement (as applicableexcept that such confidentiality agreement shall not prohibit such person from making an unsolicited Takeover Proposal), provided that all such information is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is provided on a venture capital prior or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholdersubstantially concurrent basis to Parent, and (iiiy) any employees participate in discussions or other Representatives, in each case of clauses negotiations with the person making such Takeover Proposal (iand its representatives) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of regarding such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderTakeover Proposal.

No Solicitation. Each StockholderStockholder agrees that, solely in its capacity as a stockholder during the period from the date of this Agreement through the CompanyVoting Covenant Expiration Date, Stockholder shall not, directly or indirectly, and shall direct its not authorize or permit any of Stockholder’s Representatives involved in the Contemplated Transactions not directly or indirectly to: (ia) directly or indirectly solicit, initiate, solicitknowingly encourage, induce or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesthe making, proposals or offers, or the making of any submission or announcement of any inquiry, proposal Acquisition Proposal or offer take any action that constitutes or could reasonably be expected to lead to any the making, submission or announcement of an Acquisition Proposal, ; (iib) directly furnish any information regarding the Company or indirectly any affiliate of the Company to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could lead to an Acquisition Proposal; (c) engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal; or (d) approve, endorse or recommend any Acquisition Proposal. The Stockholder shall promptly (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records and in no event later than 48 hours after receipt of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter inquiry or indication of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal interest that could reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information) advise the Purchaser orally and in writing of any Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an any inquiry or proposal indication of interest that did not result from a material breach of this Section 4.6, inform a Person that has made or, could lead to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal or any request for nonpublic information relating to the Company or any affiliate of the restrictions Company (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the period from the date of this Section 4.6 and of Agreement through the Merger AgreementVoting Covenant Expiration Date. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such The Stockholder shall be deemed keep the Purchaser fully informed with respect to be the actions status of any such StockholderAcquisition Proposal, inquiry, indication of interest or request and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholdermodification or proposed modification thereto.

No Solicitation. Each Prior to the Termination Date, the Stockholder (in the Stockholder, solely in its ’s capacity as a stockholder of the Company, such) shall not, directly or indirectly, and shall direct not cause or permit any of its Representatives involved in the Contemplated Transactions not to: , directly or indirectly, (i) directly or indirectly solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesthe making, proposals or offers, or the making of any submission or announcement of any inquiry, proposal Acquisition Proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition ProposalInquiry, (ii) directly furnish any non-public information regarding the Acquired Entities to any Person in connection with or indirectly in response to an Acquisition Proposal or Acquisition Inquiry, (iii) engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, Proposal or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition ProposalInquiry, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement intent or other similar instrument relating to an document or any Contract contemplating or providing for any Acquisition Transaction or accepting any Acquisition Proposal; provided, (v) recommend any other holder however, that none of Company Common Stock the foregoing restrictions shall apply to not tender shares of Company Common Stock the Stockholder’s and its Representatives’ interactions with Parent, Acquisition Sub and their respective Representatives; provided further, however that the Stockholder may engage in the Offer or (vi) resolve or agree to do any of the foregoing activities if and solely to the extent that the Company is permitted to engage in such activities pursuant to Section 5.3 of the Merger Agreement. Without limiting the generality of the foregoing, the Stockholder acknowledges and agrees that any action taken by any of its Representatives, if taken by the Stockholder, would constitute a breach of this Section 7.3, shall be deemed to constitute a breach of this Section 7.3 by the Stockholder (whether or not such Representative is purporting to act on behalf of the Stockholder). Each Except as permitted by the Merger Agreement, the Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitationand all existing activities, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Persons conducted heretofore with respect to any Acquisition Proposal Inquiry or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, The Employee shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: (i) directly or indirectly initiate, solicit, solicit an ---------------- employee or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records consultant of the Company to, any Person (other than Parent, Purchaser, to terminate his or her employment or contractual relationship with the Company and become employed or engaged by the Employee or any designees other person or entity in substantially the same or a similar business as that engaged in by the Company if such employment would involve the performance of Parent services and duties substantially the same or Purchasersimilar to those the employee or consultant performed for the Company. EXHIBIT E PROMISSORY NOTE --------------- $ Dated as of -------------- -------------- FOR VALUE RECEIVED, intending to be legally bound, the undersigned ("Maker") hereby promises to pay to the order of SMT Health Services Inc., its successors and assigns (hereinafter referred to as "Payee") upon the schedule set forth below, the principal sum of Dollars ($ ), together ----- ---------- with interest on the unpaid principal amount of this Promissory Note from time to time outstanding. The unpaid principal amount of this Promissory Note shall bear interest at the rate of [APPLICABLE LONG TERM FEDERAL RATE] per annum. Maker shall pay to Payee the entire principal amount and all accrued interest on [THE TENTH ANNIVERSARY OF THE DATE OF THE NOTE]. Payments shall be made to Payee at the principal office of the Payee or such other place as Payee may designate in connection with any Acquisition Proposalwriting to Maker, (iv) enter into any agreement in principlelawful money of the United States of America in immediately available funds without set-off, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement counterclaim or other similar instrument relating deduction of any nature. Maker may prepay this Promissory Note at any time in whole or in part without payment of penalty; provided, however, that any such prepayment of principal shall be accompanied by the payment of interest accrued to an Acquisition Proposalthe date of such prepayment and all costs, (v) recommend expenses or charges then owed to Payee pursuant to this Promissory Note. Upon the occurrence of any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any one of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person following events (other than Parent, Purchaser, or any designees "Events of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicableDefault"), is considering making an Acquisition Proposal the entire principal amount outstanding and all accrued interest thereunder shall at the option of the restrictions of this Section 4.6 Payee, without any prior notice, presentment or demand, become immediately due and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, payable in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.full:

No Solicitation. Each Stockholder(a) From the date of this Agreement until the Closing Date, solely in its capacity as a stockholder of the Company, shall Company agrees that it will not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly through any officer, Subsidiary, Affiliate, director, employee, stockholder, representative, agent or other person, (i) directly or indirectly seek, initiate, solicit, solicit or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected Person to lead to any make an Acquisition Proposal, (ii) directly engage in negotiations or indirectly engage in, enter into or participate in any discussions or negotiations concerning an Acquisition Proposal with any Person with respect to any Acquisition Proposalperson or group, (iii) provide disclose any non-public information to, relating to the Company or afford give access to the business, properties, assetsemployees, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent its subsidiaries to any person or Purchaser) group in connection with any Acquisition Proposal, Proposal or (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement approve or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do approve or recommend any Acquisition Proposal; provided that nothing herein shall prevent the Board of Directors or a committee thereof from (A) furnishing information to any person that has made an Acquisition Proposal not solicited in violation of this paragraph or (B) subject to the other provisions of this paragraph, entering into or participating in discussions or negotiations concerning an Acquisition Proposal not solicited in violation of this paragraph so long as, in any case, (x) the Board of Directors or such committee shall have concluded in good faith (after receiving and considering the advice of its outside legal counsel) that failing to participate in such discussions or negotiations or furnishing such information would cause the Board of Directors or such committee to be in breach of its fiduciary duties to the Company Shareholders under applicable law, and (y) prior to participating in such discussions or negotiations or furnishing any such information, the Company and the party making such offer agrees to a confidentiality agreement on terms that are, in the aggregate, no less favorable to the Company than those of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person Confidentiality Agreement (other than Parentthe standstill provisions thereof) and the New Investor is given concurrent or advance written no- tice xxxreof unless the Board of Directors or such committee shall have concluded in good faith, Purchaserafter receiving and considering the advice of its outside counsel, or any designees of Parent or Purchaser) with respect that doing so would cause it to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, its fiduciary responsibilities to the Knowledge Company Shareholders under applicable law. The Board of Directors or such committee may (x) fail to make, withdraw or modify in a manner adverse to the Stockholder New Investor its recommendation to its stockholders referred to in Section 5.03, (y) take and disclose to the Company Shareholders a position contemplated by Rule 14e-2 under the 1934 Act or otherwise complying with its Representative disclosure obligations and/or (as applicable)z) take any non-appealable, is considering making an Acquisition Proposal final action ordered to be taken by the Company by any court of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholdercompetent jurisdiction, but in the case of clause (bx) shall exclude or (iy) any limited partner, (ii) any general partner that is no longer affiliated with only if the Board of Directors or such Stockholder, and (iii) any employees or other Representativescommittee determines, in each case good faith after consultation with outside legal counsel to the Company, that such action is consistent with the exercise of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderfiduciary duties under applicable law.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder Stockholder hereby agrees that during the term of the Company, this Agreement it shall not, and shall direct not permit any of its Subsidiaries, Affiliates or Representatives involved in the Contemplated Transactions not to: , (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other actioninformation) the submission of any inquiries, proposals or offers, offers (whether firm or the making of hypothetical) or any submission other efforts or announcement of any inquiry, proposal attempts that constitute or offer that constitutes or could may reasonably be expected to lead to to, any Acquisition Proposal, (ii) directly have any discussions with or indirectly provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in, enter into or participate in any discussions or negotiations with any Person with respect to any concerning an Acquisition Proposal, (iii) provide any non-public information toapprove or recommend, or afford access publicly propose to the businessapprove or recommend, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) approve or recommend, or publicly propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, letter memorandum of intent, term sheetunderstanding, merger agreement, asset or share purchase agreement, acquisition or share exchange agreement, option agreement or other similar instrument relating agreement related to an any Acquisition Proposal, (v) recommend enter into any other holder agreement or agreement in principle requiring, directly or indirectly, the Company to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder, (vi) make or participate in, directly or indirectly, a “solicitation” of Company Common Stock “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to not tender vote, or seek to advise or influence any Person with respect to the voting of, any shares of Company Common Stock in connection with any vote or other action on any matter, other than to recommend that stockholders of the Offer Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement, or (vivii) resolve publicly propose or agree to do any of the foregoing. Each Stockholder shallhereby agrees immediately to cease and cause to be terminated any activities, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, discussions or negotiations conducted before the date of this Agreement with any Person (Persons other than Parent, Purchaser, or any designees of Parent or Purchaser) Acquiror with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected Proposal, and will take the necessary steps to lead to an Acquisition Proposal. Notwithstanding inform its Affiliates and Representatives of the foregoing, obligations undertaken by such Stockholder or its Representative maypursuant to this Agreement, solely in response to an inquiry or proposal including this Section 4.3. Each Stockholder also agrees that did not result from a material breach any violation of this Section 4.6, inform a Person that has made or, to the Knowledge 4.3 by any of the Stockholder its Affiliates or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and a violation by such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder4.3.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct its Representatives involved in it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney, accountant or other advisor, representative or agent (collectively, “Representatives”) of, the Contemplated Transactions not Company or any Company Subsidiary to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage encourage, or knowingly facilitate (including by way of providing information or taking take any other action) action to knowingly facilitate, any inquiries, proposals or offers, inquiry or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could is reasonably be expected likely to lead to any Acquisition Proposal, a Takeover Proposal or (ii) directly enter into, continue or indirectly engage in, enter into or otherwise participate in any discussions or negotiations with regarding, or furnish to any Person person any information with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access otherwise cooperate in any way with, any Takeover Proposal; provided, however, that at any time prior to the business, properties, assets, books or records of obtaining the Company toStockholder Approval, any Person (other than Parentthe Company Board may, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating response to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition a bona fide written Takeover Proposal that could the Company Board determines in good faith (after consultation with a financial advisor of nationally recognized reputation) constitutes or is reasonably be expected likely to lead to an Acquisition a Superior Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that and which Takeover Proposal did not result from a material breach of this Section 4.65.02, inform a Person that has made orand subject to compliance with Sections 5.02(c) and 5.02(d) (including providing prior written notice to Parent of its decision to take such action), (x) furnish information with respect to the Knowledge Company and the Company Subsidiaries to the person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive as a whole of such person than the Stockholder Confidentiality Agreement (provided that such confidentiality agreement and any related agreement shall not contain any provision having the effect of prohibiting the Company from satisfying its obligations under this Agreement, provided, further, that all such information is provided or made available on substantially concurrent basis to Parent and Sub) and (y) participate in discussions or negotiations with the person making such Takeover Proposal (and its Representative (as applicable)Representatives) regarding any such Takeover Proposal. Without limiting the foregoing, it is considering making an Acquisition Proposal understood that any violation of the restrictions of this Section 4.6 and set forth in the preceding sentence by any Representative of the Merger Agreement. For clarity, if such Stockholder is a venture capital Company or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) Company Subsidiary or any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge Representative of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether Company or any Company Subsidiary shall be deemed to be a breach of this Section 4.6 has occurred5.02(a) by the Company. The Company shall, and shall use its reasonable best efforts to cause each Company Subsidiary and each Representative of the actions of such Stockholder’s directors Company or any Company Subsidiary to, immediately cease and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal and request from each person that has executed a confidentiality agreement with the actions Company the prompt return or destruction of all confidential information previously furnished to such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by person or its directors and Representatives acting in their authorized capacities on behalf of such StockholderRepresentatives.

No Solicitation. Each Stockholder, solely The Shareholder hereby agrees that during the term of this Agreement (as contemplated in its capacity as a stockholder of Section 8) the Company, Shareholder shall not, and shall direct not knowingly instruct any investment banker, financial advisor, attorney, accountant or other representative retained by it to (on its Representatives involved in the Contemplated Transactions not to: behalf), (ia) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information any inquiries or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iiib) provide engage, communicate or participate in any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, negotiations with any Person person (other than Parent, Purchaser, Merger Subs or any designees of Parent or Purchaserthe Company) in connection with concerning any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement Proposal after becoming aware that the person has made or other similar instrument relating to is considering making an Acquisition ProposalProposal or (c) participate in, directly or indirectly, a “solicitation” of “proxies” (vas such terms are used in the rules of the SEC) recommend or powers of attorney or similar rights to vote, or knowingly and intentionally seek to influence any other holder of Company Common Stock person to not tender vote, any shares of Company Common Capital Stock in (x) against the Offer adoption or approval of the Merger Agreement and the Mergers or (viy) resolve or agree to do any in favor of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal proposal that could would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding , unless in the foregoingcase of clause (c) above, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from the Shareholder is a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge director of the Stockholder Company’s Board of Directors or its Representative an officer of the Company and the Company’s Board of Directors has effected a Recommendation Change (as applicabledefined in the Merger Agreement), is considering making an Acquisition Proposal of in accordance with the restrictions of this Section 4.6 and terms of the Merger Agreement. For clarity, if and in such Stockholder is a venture capital or private equity investorcase, the term “Representative” Shareholder’s activities are solely in his or her capacity as a director or officer of the Company. The Shareholder agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any persons (aother than the Company, Purchaser, Merger Subs and any of their respective representatives) shall include with respect to any general partner of such Stockholder that is still affiliated with such StockholderAcquisition Proposal and will take all reasonably necessary steps to inform any investment banker, but (b) shall exclude (i) any limited partnerfinancial advisor, (ii) any general partner that is no longer affiliated with such Stockholderattorney, and (iii) any employees accountant or other Representatives, representative retained by the Shareholder in each case of clauses (i) to (iii), who do not have actual knowledge connection with the Mergers of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of obligations undertaken by the Shareholder pursuant to this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting 5. Nothing contained in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting 5 shall prevent any officer of the Company or a member of the Company’s Board of Directors from discharging his or her fiduciary duties solely in their authorized capacities on behalf his or her capacity as an officer of such Stockholderthe Company or a member of the Company’s Board of Directors.

No Solicitation. Each Stockholder(a) The Company will immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal. Except as explicitly permitted hereunder, solely in its capacity as a stockholder of the Company, Company shall not, and shall direct not authorize or permit any of the Company Subsidiaries or any of its Representatives involved in the Contemplated Transactions not or their respective officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative, directly or indirectly, to: , (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information furnishing non-public information), or taking take any other action) action to facilitate, any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any an Acquisition Proposal, or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any regarding an Acquisition Proposal; provided, however, that if the Company Board determines, in good faith, after receiving advice from outside counsel, that failing to take such action would be inconsistent with its fiduciary duties to the Company’s shareholders under applicable law, the Company, in response to an unsolicited bona fide written Acquisition Proposal that would reasonably be expected to result in a Superior Proposal, prior to the date on which the shareholders of the Company adopt this Agreement and only if the Company is not in breach of its obligations under this Section 4.10, may (iiiA) provide any furnish non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any the Company to the Person who made such Acquisition Proposal pursuant to a confidentiality agreement on terms no more favorable to such Person than the Confidentiality Agreement; provided that such confidentiality agreement need not include the same standstill provisions as those contained in the Confidentiality Agreement, it being understood that if there are no standstill provisions in such confidentiality agreement or potential if such provisions are more favorable to the person who made such Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding than those in the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Confidentiality Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) Confidentiality Agreement shall be deemed amended to exclude the existing standstill provision or include any general partner of such Stockholder that is still affiliated with such Stockholdermore favorable provisions, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholderas the case may be, and (iiiB) any employees may participate in discussions or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of negotiations regarding such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderAcquisition Proposal.

No Solicitation. Each Stockholder(i) Witco agrees that, solely in its capacity as a stockholder during the term of the Companythis Agreement, it shall not, and shall direct not authorize or permit any of its Representatives involved in the Contemplated Transactions not to: (i) subsidiaries or any of its or its subsidiaries' directors, officers, employees, agents or representatives, directly or indirectly initiateindirectly, to (A) solicit, or knowingly initi- ate, encourage or knowingly facilitate (including by way of providing facilitate, or furnish or disclose non-public information or taking in furtherance of, any other action) any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposalrecapitalization, (iii) provide any non-public information tomerger, consolidation or other business combination involving Witco, or afford access to the business, properties, assets, books acquisition of any capital stock or records any material portion of the Company toassets (except for acquisition of assets in the ordinary course of business consistent with past practice, transactions disclosed in the Witco Disclosure Schedule and the transactions contemplated by this Agreement) of Witco, or any Person combination of the foregoing (a "Witco Competing Transaction") or (B) negotiate, explore or otherwise engage in discussions with any person (other than ParentCrompton or Newco or their respective directors, Purchaserofficers, or any designees of Parent or Purchaser) in connection with any Acquisition Proposalemployees, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, agents and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaserrepresentatives) with respect to any Acquisition Proposal Witco Competing Transaction. Witco will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or potential Acquisition Proposal that could reasonably be expected similar agreement relating to lead a Witco Competing Transaction. From and after the execution of this Agreement, Witco shall immediately advise Crompton in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Acquisition Proposala Witco Competing Transaction (including the specific terms thereof), and promptly furnish to Crompton a copy of any such proposal or inquiry in addition to any information provided to or by any third party relating thereto. Notwithstanding the foregoing, such Stockholder or its Representative prior to receipt of the Witco Stockholders Approval, Witco may, solely but only to the extent required by the fiduciary obligations of its Board of Directors under Applicable Law, as determined in good faith and on a reasonable basis by such Board of Directors and based on the written advice of outside counsel that not to so act would constitute a violation of such fiduciary obligations, in response to an inquiry a publicly disclosed proposal for a Witco Competing Transaction that constitutes a Qualifying Witco Proposal that was not solicited or proposal encouraged by Witco or its representatives and that did not otherwise result from the breach or a material deemed breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable7.3(c), is considering making an Acquisition Proposal of and subject to compliance with the restrictions notification provisions of this Section 4.6 and 7.3(c), for a 10-day period commencing with the first notification to Crompton under this Section 7.3(c) of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner receipt of such Stockholder that is still affiliated Witco Competing Transaction, (x) furnish non-public information with respect to Witco to the person proposing such Witco Competing Transaction and its representatives pursuant to a confidentiality agreement with terms no less restrictive of such person than those set forth in the Confidentiality Agreement and (y) participate in discussions or negotiations with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with person and its representatives regarding such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderWitco Competing Transaction.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct it authorize or permit any of its Representatives involved in the Contemplated Transactions not directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative (collectively, “Representatives”) retained by it or any of its Affiliates to: , directly or indirectly through another person, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage encourage, or knowingly facilitate (including by way of providing information or taking take any other action) any inquiries, proposals or offersaction designed to, or which would reasonably be expected to, facilitate, any Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information, or otherwise cooperate in any way with, any Takeover Proposal. Without limiting the making foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any submission Representative of the Company shall be a breach of this Section 4.02(a) by the Company. The Company shall immediately cease and cause to be terminated all existing discussions or announcement negotiations with any person conducted heretofore with respect to any Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any inquirytime prior to obtaining the Stockholder Approval, proposal or offer in response to a bona fide written Takeover Proposal that the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or could would reasonably be expected to lead to any Acquisition a Superior Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to and which Takeover Proposal was not solicited after the business, properties, assets, books or records of date hereof and was made after the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, date hereof and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not otherwise result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred4.02(a), the actions Company may, if its Board of Directors determines in good faith (after consultation with outside counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of the Company under applicable law, and subject to compliance with Section 4.02(c), (x) furnish information with respect to the Company to the person making such Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement (which (A) need not restrict such person from making an unsolicited Takeover Proposal and (B) shall permit the Company to comply with Section 4.02(c)) not less restrictive of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of person than the Confidentiality Agreement; provided that all such Stockholder shall be deemed information has previously been provided to be Parent or is provided to Parent prior to or substantially concurrent with the actions of time it is provided to such Stockholderperson, and (y) participate in discussions or negotiations with the person making such Stockholder shall be responsible for any breach of this Section 4.6 by Takeover Proposal (and its directors and Representatives acting in their authorized capacities on behalf of Representatives) regarding such StockholderTakeover Proposal.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct its Representatives involved in it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (collectively, “Representatives”) of, the Contemplated Transactions not Company or any Company Subsidiary to: , (i) directly or indirectly initiate, solicit, initiate or knowingly encourage the submission of any Company Takeover Proposal, (ii) enter into any agreement or knowingly facilitate understanding with respect to any Company Takeover Proposal or (including by way of providing iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or taking take any other action) action to facilitate or encourage any inquiries, proposals or offers, inquiries or the making of any submission or announcement of any inquiryproposal that constitutes, proposal or offer that constitutes or could reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that prior to the Offer Closing Date, in response to a bona fide written Company Takeover Proposal that was not solicited by the Company, any Acquisition Company Subsidiary or any of their respective Representatives, that did not otherwise result from a breach of this Section 5.04(a) and that the Company Board determines, in good faith, after consultation with the Company’s outside counsel and independent financial advisor, constitutes or is reasonably likely to result in a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (iiA) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person furnish information with respect to any Acquisition Proposalthe Company to the Person making such Qualifying Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company also provides Parent, (iii) provide in accordance with the terms of the Confidentiality Agreement, any non-public information to, or afford access with respect to the businessCompany provided to such other Person which was not previously provided to Parent, propertiesand (B) participate in discussions or negotiations with such Person and its Representatives regarding such Qualifying Company Takeover Proposal, assets, books including soliciting the making of a revised Qualifying Company Takeover Proposal and waiving standstill provisions in any confidentiality agreement with such Person. Any violation of the restrictions set forth in the preceding sentence by any Representative or records affiliate of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating Company Subsidiary shall be deemed to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.5.04(a)

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, (a) The Company shall not, and nor shall direct it permit any officer or director of the Company or any officer or director of its Representatives involved in Subsidiaries to, nor shall it authorize or permit, any officer, director or employee of, or any investment banker, attorney or other advisor or representative of, the Contemplated Transactions not Company or any of its Subsidiaries to: , (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate the submission of, any Takeover Proposal (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposalas defined below), (ii) directly or indirectly engage inexcept as provided in Section 5.4(b), enter into any agreement with respect to any Takeover Proposal or (iii) participate in any discussions or negotiations with any Person with respect regarding, or furnish to any Acquisition Proposal, (iii) provide person any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to the Company, or take any Acquisition Proposal other action to facilitate any inquiries or potential Acquisition Proposal the making of any proposal that could constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, however, that prior to an Acquisition Proposal. Notwithstanding the foregoingacceptance for payment of shares of Common Stock pursuant to the Offer, such Stockholder or its Representative to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by a majority of the members thereof based on the written advice of outside counsel, the Company may, solely in response to an inquiry or proposal unsolicited written bona fide Takeover Proposal that did not result contains no financing condition from a material breach of this person that the Company Board reasonably believes has the financial ability to make a Superior Proposal (as defined in Section 4.65.4(b)) subject to compliance with Section 5.4(c), inform a Person that has made or, furnish non-public information with respect to the Knowledge of Company to such person pursuant to a customary confidentiality agreement and participate in discussions or negotiations with such person. Without limiting the Stockholder or its Representative (as applicable)foregoing, it is considering making an Acquisition Proposal understood that any violation of the restrictions of this Section 4.6 and set forth in the preceding sentence by any executive officer or director of the Merger Agreement. For clarityCompany or any of its Subsidiaries or any investment banker, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees attorney or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge advisor or representative of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes Company or any of determining whether its Subsidiaries shall be deemed to be a breach of this Section 4.6 has occurred, 5.4(a) by the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach Company. For purposes of this Section 4.6 by Agreement, "Takeover Proposal" means any written ----------------- proposal that contains no financing condition for a merger or other business combination involving the Company or any of its directors and Representatives acting Subsidiaries or any proposal or offer to acquire in their authorized capacities on behalf any manner, directly or indirectly, more than 20% of such Stockholderthe equity securities of the Company or more than 20% of the Company's consolidated total assets, other than the Transactions.

No Solicitation. Each StockholderFrom and after the date of this Agreement until the Effective Time or earlier termination of this Agreement pursuant to Section 8, solely in Mediconsult and its capacity as a stockholder Subsidiaries and the officers, directors, employees, agents, representatives and advisors of Mediconsult and its Subsidiaries (collectively, the Company, shall "Representatives") will not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly, (i) directly or indirectly take any action to solicit, initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information furnishing information) or taking take any other action) any inquiries, proposals action designed to facilitate or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead agree to any Acquisition Proposal, Takeover Proposal or (ii) directly subject to the next three sentences, engage in negotiations with, or indirectly engage in, enter into disclose any nonpublic information relating to Mediconsult or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information its Subsidiaries to, or afford access to the business, properties, assets, books or records of the Company Mediconsult or any of its Subsidiaries to, any Person (other than Parent, Purchaserperson that has advised Mediconsult that it may be considering making, or any designees that has made, a Takeover Proposal; provided, nothing herein shall prohibit Mediconsult's Board of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating Directors from taking and disclosing to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) stockholders a position with respect to an unsolicited tender offer pursuant to Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act. Notwithstanding the immediately preceding sentence, if an unsolicited Takeover Proposal shall be received by the Board of Directors of Mediconsult, then, to the extent the Board of Directors of Mediconsult believes in good faith (after receiving advice from a reputable financial advisor reasonably acceptable to Andrx) that such Takeover Proposal is reasonably capable of being consummated and would, if consummated, be reasonably likely to result in a transaction more favorable to the Mediconsult Stockholders than the transaction contemplated by this Agreement (any Acquisition such more favorable Takeover Proposal or potential Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the Board of Directors of Mediconsult determines in good faith that it could reasonably be expected deemed necessary for the Board of Directors of Mediconsult to lead further entertain and consider the Superior Proposal in order to an Acquisition Proposal. Notwithstanding the foregoingcomply with its fiduciary duties to stockholders under applicable law, such Stockholder or Mediconsult and its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, Representatives may furnish information and afford access to the Knowledge properties, books or records of Mediconsult or any of its Subsidiaries to the Stockholder or its Representative (as applicable), is considering party making an Acquisition such Superior Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated engage in negotiations with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholderparty, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do such actions shall not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether be considered a breach of this Section 4.6 has occurred6(j) or any other provisions of this Agreement; provided that in any event Mediconsult shall notify Andrx of the receipt of a Takeover Proposal and shall notify Andrx of any determination by Mediconsult's Board of Directors and Mediconsult shall deliver to Andrx a true and complete copy of the Takeover Proposal (or summary of any oral proposal) received from such third party and all documents containing or referring to non-public information of Mediconsult that are supplied to such third party. Further, Mediconsult shall provide such non-public information pursuant to a nondisclosure agreement containing customary limitations on the actions use and disclosure of all written and oral information furnished to such Stockholder’s directors and Representatives acting in their authorized capacities third party by or on behalf of Mediconsult (which will not contain "standstill" or similar provisions). In addition, Mediconsult shall not agree to endorse, and shall not permit any of its officers, directors, employees or other representatives to agree to or endorse, any Takeover Proposal or withdraw its recommendation of this Agreement and the Merger unless the Board of Directors of Mediconsult believes in good faith (after receiving advice from a reputable financial advisor reasonably acceptable to Andrx) that such Stockholder action is required in order for the Board of Directors to comply with its fiduciary duties to stockholders under applicable law, and Mediconsult has terminated this Agreement pursuant to Section 8(a). Mediconsult will promptly (and in any event within 24 hours) notify Andrx after receipt of any Takeover Proposal or any notice that any person is considering making a Takeover Proposal or any request for non-public information relating to Mediconsult or any of its Subsidiaries or for access to the properties, books or records of Mediconsult or any of its Subsidiaries by any person that has advised Mediconsult that it may be considering making, or that has made, a Takeover Proposal (such notice to include the identity of such person or persons), and will keep Andrx fully informed of the status and details of any such Takeover Proposal notice, request or any correspondence or communications related thereto and shall be deemed provide Andrx with a true and complete copy of such Takeover Proposal notice or request or correspondence or communications related thereto, if it is in writing, or a complete written summary thereof, if it is not in writing. Mediconsult shall immediately cease and cause to be terminated any discussion or negotiations with any persons that may have existed with respect to a Takeover Proposal prior to the actions of such Stockholder, and such Stockholder shall be responsible for any breach execution of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderAgreement.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, shall (a) Company agrees that it will not, and shall direct will cause its Representatives involved in the Contemplated Transactions Subsidiaries and its and its Subsidiaries’ officers, directors, agents, advisors and affiliates not to: (i) directly or indirectly , initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential or nonpublic information or taking any other action) any inquiries, proposals or offersdata to, or the making of have any submission or announcement of discussions with, any inquiryperson relating to, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage inwaive any provision of or amend the terms of the Company Rights Agreement, enter into in respect of an Acquisition Proposal; provided that, in the event Company receives an unsolicited Acquisition Proposal and the Board of Directors of Company concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, Company may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the Board of Directors of Company concludes in good faith (and based on the advice of counsel) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement as entered into on September 26, 2008, and it shall simultaneously provide Parent with any such nonpublic information to the extent it has not previously provided such information to Parent. Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (persons other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or potential Acquisition Proposal that could reasonably be expected to lead similar agreement relating to an Acquisition Proposal. Notwithstanding Company will promptly (within two business days) advise Parent following receipt of any Acquisition Proposal and the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to substance thereof (including the Knowledge identity of the Stockholder or its Representative (as applicableperson making such Acquisition Proposal), is considering making an Acquisition Proposal and will keep Parent apprised of any related developments, discussions and negotiations (including the terms and conditions of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is Acquisition Proposal) on a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholdercurrent basis.

No Solicitation. Each Stockholder(a) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 8, solely in its capacity as a stockholder of the Company, its Subsidiaries and their affiliates shall not, and shall direct its use best efforts to cause the Company Representatives involved in the Contemplated Transactions not to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information or taking assistance), or take any other action) action to facilitate, any inquiries, proposals or offers, inquiry in connection with or the making of any submission proposal from any Person that constitutes, or announcement may reasonably be expected to lead to, an Acquisition Proposal (as defined in Section 6.08(f)), (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any inquiryPerson (other than Acquisition Corp., proposal Parent or offer any of the Acquisition Corp. Representatives, as applicable) any non-public information or otherwise assist or participate in, facilitate or encourage, any known effort or attempt by any other Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal, or (iv) authorize or permit any Company Representative to take any such action; provided, however, that nothing contained in this Section 6.08 shall prohibit the Company Board, based upon the recommendation of the Special Committee, prior to approval of this Agreement by the shareholders of the Company at the Shareholders Meeting, from furnishing information to, or engaging in discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal (which did not result from a breach of this Section 6.08) if (A) the Company Board, based upon the recommendation of the Special Committee, determines in good faith after consultation with its financial advisors and outside legal advisors, that such action is necessary for the Company Board to comply with its fiduciary duties to the Company's shareholders under applicable law, (B) the Acquisition Proposal constitutes or could would reasonably be expected to lead to any Acquisition Proposal, a Superior Proposal (iias defined in Section 6.08(g)) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect and (C) prior to any Acquisition Proposal, (iii) provide any non-public furnishing such information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) engaging in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any regarding an Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoingTransactions with, such Stockholder or its Representative mayPerson, solely in response the Company receives from such Person an executed confidentiality agreement (which agreement shall be provided to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, Parent for information purposes) with terms no less favorable to the Knowledge of Company than those contained in the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Confidentiality Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each StockholderFrom and after the date hereof until the Expiration Date, solely in its capacity as a stockholder of the Company, each Stockholder shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: (ia) directly or indirectly initiate, solicit, initiate or knowingly encourage encourage, induce or knowingly facilitate (including by way of providing information or taking any other action) any inquiriesthe communication, proposals or offersmaking, or the making of any submission or announcement of any inquiry, proposal Acquisition Proposal or offer Acquisition Inquiry regarding the Company or take any action that constitutes or could reasonably be expected to lead to any an Acquisition ProposalProposal or Acquisition Inquiry regarding the Company, (iib) directly furnish any non-public information regarding the Company to any Person in connection with or indirectly in response to an Acquisition Proposal or Acquisition Inquiry regarding the Company, (c) engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, Proposal or afford access to the business, properties, assets, books or records of Acquisition Inquiry regarding the Company to, any Person (other than Parentto inform any Person of the existence of the provisions in this Section 7), Purchaser(d) approve, endorse or any designees of Parent or Purchaser) in connection with recommend any Acquisition ProposalProposal (subject to Section 6.2 of the Merger Agreement), (ive) execute or enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, intent or any designees of Parent Contract contemplating or Purchaser) with respect otherwise relating to any Acquisition Proposal or potential Acquisition Proposal Transaction regarding the Company (subject to Section 5.4 of the Merger Agreement), (f) take any action that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoingProposal or Acquisition Inquiry, such Stockholder (g) initiate a stockholders’ vote or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge action by consent of the Stockholder or its Representative (as applicable), is considering making Company’s stockholders with respect to an Acquisition Proposal regarding the Company, (h) except by reason of this Agreement, become a member of a “group” (as such term is defined in Section 13(d) of the restrictions of this Section 4.6 and Exchange Act) with respect to any voting securities of the Merger AgreementCompany that takes any action in support of an Acquisition Proposal regarding the Company, or (i) propose or agree to do any of the foregoing. For clarity, if In the event that such Stockholder is a venture capital or private equity investorcorporation, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholderpartnership, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees trust or other RepresentativesEntity, in each case it shall not permit any of clauses (i) to (iii)its Subsidiaries or Affiliates to, who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees thatnor shall it authorize any officer, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions director or representative of such Stockholder, and such Stockholder shall be responsible for or any breach of its Subsidiaries or Affiliates to, undertake any of the actions contemplated by this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder7.

No Solicitation. Each Stockholder, solely in (a) The Company and its capacity as a stockholder of the Company, shall subsidiaries and affiliates will not, and shall direct the Company and its Representatives involved in the Contemplated Transactions not tosubsidiaries and affiliates will use their reasonable best efforts to ensure that their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: (i) directly or indirectly initiate, solicitsolicit or encourage, or knowingly encourage or knowingly take any action to facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of of, any submission offer or announcement of any inquiry, proposal or offer that which constitutes or could is reasonably be expected likely to lead to any Acquisition ProposalAlternative Transaction (as defined below) with respect to the Company or any of its subsidiaries or an inquiry with respect thereto, or, (ii) directly in the event of an unsolicited Alternative Transaction for the Company or indirectly any of its subsidiaries, engage inin negotiations or discussions with, enter into or participate provide any information or data to any person relating to any Alternative Transaction, subject to the Board's good faith determination, after consulting with outside legal counsel to the Company, that the failure to engage in any such negotiations or discussions or negotiations provide such information would likely result in a breach of the Board's fiduciary duties under applicable law if such Alternative Transaction would provide the Company Stockholders with a purchase price per Share that is higher (the amount of such excess in the purchase price per Share is hereinafter referred to as the "Spread") than the Merger Consideration to be received by the Company Stockholders. The Company shall notify Gaming and RAS orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions thereof and the identity of the person making such), within twenty four hours of the receipt thereof. The Company shall, and shall cause its subsidiaries and affiliates, and their respective officers, directors, employees, investment bankers, attorneys, accountants and other agents to, immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any Person parties conducted heretofore with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access Alternative Transaction relating to the businessCompany or any of its subsidiaries. Notwithstanding anything to the contrary, properties, assets, books or records of nothing contained in this Section 4.9 shall prohibit the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result Board from a material breach of this Section 4.6, inform a Person that has made or, communicating to the Knowledge of Company Stockholders a position as required by Rules 14d-9 and 14a-2 promulgated under the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such StockholderExchange Act.

No Solicitation. Each Stockholder(a) Neither Seller nor the Seller Subsidiary shall, solely nor shall Seller or the Seller Subsidiary authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative of Seller or the Seller Subsidiary to, directly or indirectly, solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Acquiror or Acquiror Sub) concerning any Acquisition Transaction (as defined below); provided, however, that nothing contained in its capacity as a stockholder this Agreement shall prevent Seller (on behalf of itself and the Company, shall not, Seller Subsidiary) or the Board of Directors of Seller prior to receipt of approval by the stockholders of Seller of this Agreement and shall direct its Representatives involved in the Contemplated Transactions not to: Parent Merger Documents from (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, in response to a request therefor by a person who has made an unsolicited bona fide written proposal or offer that constitutes or could reasonably be expected to lead to any engage in an Acquisition Transaction (an “Acquisition Proposal”) if the Board of Directors of Seller receives from the person so requesting such information an executed confidentiality agreement on customary terms and conditions; (ii) engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal; (iii) failing to recommend or withdrawing its recommendation of this Agreement to its stockholders and/or failing to hold the Special Meeting (as defined in Section 5.8) to consider this Agreement; or (iv) recommending such an Acquisition Proposal to the stockholders of Seller, if and only to the extent that, in each such case referred to in clause (i), (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal), (iii) provide any non-public information toor (iv) above, or afford access (A) Seller’s Board of Directors determines in good faith (after consultation with outside legal counsel) that such action would be required in order for its directors to the business, properties, assets, books or records comply with their respective fiduciary duties under applicable law and (B) Seller’s Board of the Company to, any Person Directors determines in good faith (other than Parent, Purchaser, or any designees of Parent or Purchaserafter consultation with its financial advisor) in connection with any that such Acquisition Proposal, (iv) enter if accepted, is reasonably likely to be consummated, taking into any agreement in principleaccount all legal, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any financial and regulatory aspects of the foregoingproposal and the person making the proposal and would, if consummated, result in a transaction more favorable to Seller’s stockholders from a financial point of view than the Mergers. Each Stockholder shall, An Acquisition Proposal which is received and considered by Seller in compliance with this Section 5.3 and which meets the requirements set forth in clauses (A) and (B) of the preceding sentence is herein referred to as a “Superior Proposal”. Seller will communicate to Acquiror in writing (the “Notice”) as promptly as practicable (and in no event more than 48 hours after receipt) the terms of any proposal which it may receive in respect of any Acquisition Transaction (including amendments thereto) and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, provide Acquiror with copies of (x) all such written inquiries or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, proposals and (iiiy) any employees or other Representatives, in each case an accurate and complete written synopsis of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of all such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.oral inquiries or

No Solicitation. Each Stockholder, solely in its capacity as a stockholder of the Company, shall (a) Company agrees that it will not, and shall direct will cause its Representatives involved in the Contemplated Transactions Subsidiaries and its Subsidiaries’ officers, directors, agents, advisors and affiliates not to: (i) directly or indirectly , initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential or nonpublic information or taking any other action) any inquiries, proposals or offersdata to, or the making of have any submission or announcement of discussions with, any inquiryperson relating to, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal; provided that, (ii) directly in the event Company receives an unsolicited bona fide Acquisition Proposal and the Board of Directors of Company concludes in good faith that such Acquisition Proposal constitutes or indirectly engage inis more likely than not to result in a Superior Proposal, enter into Company may, and may permit its Subsidiaries and its Subsidiaries’ representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the Board of Directors of Company concludes in good faith (and based on the advice of outside counsel) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso or engaging in any negotiations, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to Company than the Confidentiality Agreement of December 9, 2010. Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (persons other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Purchaser with respect to any Acquisition Proposal and will use its reasonable best efforts, subject to applicable law, to (x) enforce any confidentiality or potential Acquisition Proposal that could reasonably be expected to lead similar agreement relating to an Acquisition ProposalProposal and (y) within ten business days after the date hereof, request and confirm the return or destruction of any confidential information provided to any person (other than Purchaser and its affiliates) pursuant to any such confidentiality or similar agreement. Notwithstanding Company will promptly (and in any event within 24 hours) advise Purchaser following receipt of any Acquisition Proposal and the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to substance thereof (including the Knowledge identity of the Stockholder or its Representative (as applicableperson making such Acquisition Proposal), is considering making an Acquisition Proposal and will keep Purchaser promptly apprised of any related developments, discussions and negotiations (including the terms and conditions of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is Acquisition Proposal) on a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholdercurrent basis.

No Solicitation. Each Stockholder(a) The Company shall, solely in its capacity as a stockholder and shall cause the Company Subsidiaries and the respective officers, directors, employees, representatives and agents of the CompanyCompany and the Company Subsidiaries to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as hereinafter defined). The Company shall not, nor shall it permit any of the Company Subsidiaries to, nor shall it authorize or permit any of the respective officers, directors or employees of the Company and shall direct its Representatives involved in the Contemplated Transactions not Company Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of the Company Subsidiaries to: , directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information other than publicly available information provided pursuant to routine stockholder requests consistent with past practice), or taking take any other action) action designed or reasonably likely to facilitate, any inquiries, proposals or offers, inquiries or the making of any submission proposal which constitutes, or announcement of any inquiry, proposal or offer that constitutes or could may reasonably be expected to lead to to, any Acquisition Proposal, Takeover Proposal or (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with regarding any Person with respect to Takeover Proposal; provided, however, that if, at any Acquisition Proposal, (iii) provide any non-public information to, or afford access time prior to the businessExpiration Date and following the receipt of a Superior Proposal (as hereinafter defined), properties, assets, books or records the Board of Directors of the Company todetermines in good faith, any Person (other than Parentbased upon the advice of outside counsel, Purchaserthat such action is consistent with the Board of Directors' fiduciary duties to the Company's stockholders under applicable Law, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of the Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal a Superior Proposal that did was made in circumstances not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether otherwise involving a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such StockholderAgreement, and subject to compliance with Section 4.8(c), (x) furnish information with respect to the Company and the Company Subsidiaries to any person pursuant to a confidentiality agreement having terms substantially the same as the Confidentiality Agreement (as hereinafter defined), provided that (i) such Stockholder shall be responsible confidentiality agreement may not include any provision calling for any breach of this Section 4.6 by its directors an exclusive right to negotiate with the Company and Representatives acting in their authorized capacities on behalf of such Stockholder.(ii)

No Solicitation. Each StockholderFrom the date hereof until the Effective Time or, solely in its capacity as a stockholder if earlier, the termination of this Agreement pursuant to Article IX, the Company, Company shall not, and shall direct its Representatives involved in the Contemplated Transactions not to: (i) whether directly or indirectly initiatethrough advisors, agents or other intermediaries), and the Company shall cause its respective officers, directors, advisors, representatives or other agents of the Company not to, (a) solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to any Acquisition Proposal, Proposal (iias defined herein) directly or indirectly (b) engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposalwith, (iii) provide or disclose any non-public information to, relating to the Company or its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or its Subsidiaries to, any Person that has made an Acquisition Proposal or has advised the Company that it is interested in making an Acquisition Proposal; provided that, if and only if (i) the Company's Board of Directors believes in good faith, based on such matters as it deems relevant, including the advice of the Company's financial advisor, that such Acquisition Proposal is a Financially Superior Proposal (as defined herein) and (ii) the Company's Board of Directors determines in good faith, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that the failure to engage in such negotiations or discussions or provide such information is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, then the Company may engage in any act otherwise proscribed by clause (b) above. The Company shall as promptly as practicable provide Acquiror with a copy of any written Acquisition Proposal received and a written statement with respect to any nonwritten Acquisition Proposal received, which statement shall include the identity of the Person making the Acquisition Proposal and the material terms thereof. The Company shall inform Acquiror as promptly as practicable of any change in the price, structure, form of consideration or material terms and conditions regarding the Acquisition Proposal. For purposes of this Agreement, "Acquisition Proposal" means any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or any of its Material Subsidiaries (as defined herein) or the acquisition or purchase of 20% or more of any class of equity securities of the Company or any of its Material Subsidiaries, or any tender offer or exchange offer, that, if consummated, would result in any Person (other than Parent, PurchaserAcquiror and its affiliates) beneficially owning 20% or more of any class of equity securities of the Company or any of its Material Subsidiaries, or any designees the acquisition, license or purchase of Parent a substantial portion of the technology, business or Purchaserassets of the Company and its Subsidiaries, other than the transactions contemplated by this Agreement and other than in the ordinary course of business. As used herein, a "Financially Superior Proposal" shall mean an Acquisition Proposal which in the reasonable judgment of the Company's Board of Directors, based on such matters as it deems relevant, including the advice of the Company's financial advisor, (i) will result in connection with any a transaction providing aggregate value greater than that provided pursuant to this Agreement and (ii) is reasonably capable of being financed by the Person making such Acquisition Proposal. As used herein, (iv) enter into "Material Subsidiary" means any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any Subsidiary of the foregoingCompany whose consolidated revenues, net income or assets constitute 20% or more of the revenues, net income or assets of the Company and its Subsidiaries, taken as a whole. Each Stockholder shallNothing in this Agreement, including Section 6(g), shall prohibit the Company or the Company's Board of Directors from taking and shall direct its Representatives involved in disclosing to the Contemplated Transactions to, immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) Company's stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to disclosure required by an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholderapplicable Law.

No Solicitation. Each Stockholder, solely in its capacity as a stockholder (a) From and after the date hereof until the earlier of the CompanyEffective Time and the termination of this Agreement pursuant to Article 7, the Company shall not, and shall direct cause its Representatives involved in the Contemplated Transactions Subsidiaries and their respective affiliates not to: , and shall use its best efforts to cause the Company Representatives not to, directly or indirectly, (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing furnishing information or taking assistance), or take any other action) action to facilitate, any inquiries, proposals or offers, inquiry in connection with or the making of any submission proposal from any Person that constitutes, or announcement may reasonably be expected to lead to, an Acquisition Proposal (as defined in Section 5.08(f)), (ii) enter into, explore, maintain, participate in or continue any discussion or negotiation with any Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) regarding an Acquisition Proposal, or furnish to any inquiryPerson (other than Acquisition Corp., proposal Parent or offer any of the Acquisition Corp. Representatives, as applicable) any non-public information or otherwise assist or participate in, facilitate or encourage, any effort or attempt by any other Person (other than Acquisition Corp., Parent or any of the Acquisition Corp. Representatives, as applicable) to make or effect an Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to, or otherwise endorse, any Acquisition Proposal, or (iv) authorize or permit any Company Representative to take any such action; provided, however, that, until the date of the approval of this Agreement by the shareholders of the Company at the Shareholders Meeting, the Company Board, based upon the recommendation of the Special Committee, shall not be prohibited by this Section 5.08 from furnishing information to, or engaging in discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal (which did not result from a breach of this Section 5.08) if (A) the Company Board, based upon the recommendation of the Special Committee, determines in good faith after consultation with independent outside legal counsel, that such action is necessary for the Company Board to comply with its fiduciary duties to the Company’s shareholders under applicable Law, (B) the Acquisition Proposal constitutes or could would reasonably be expected to lead to any Acquisition Proposal, a Superior Proposal (iias defined in Section 5.08(g)) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect and (C) prior to any Acquisition Proposal, (iii) provide any non-public furnishing such information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) engaging in connection with any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, (v) recommend any other holder of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, discussions or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any regarding an Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoingTransactions with, such Stockholder or its Representative mayPerson, solely in response the Company receives from such Person an executed confidentiality agreement (which agreement shall be provided to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, Parent for information purposes) with terms no less favorable to the Knowledge of Company than those contained in the Stockholder or its Representative (as applicable), is considering making an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Confidentiality Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iii), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.

No Solicitation. Each StockholderFrom the date of this Agreement until the Closing or, solely if earlier, the termination of this Agreement in accordance with its capacity as a stockholder of terms, the Company, shall Company and the ESOP agree that they will not, and shall direct its Representatives involved in the Contemplated Transactions not to: directly or indirectly, or directly or indirectly through any officer, director, employee, investment banker, attorney, advisor, representative or agent (each a “Representative”), as applicable for any or all of them (i) directly or indirectly initiate, solicit, initiate or knowingly encourage or knowingly facilitate (including by way of providing information or taking any other action) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer (whether in writing or otherwise) that constitutes constitutes, or could reasonably be expected lead to, a proposal or offer for a merger, consolidation, business combination, recapitalization, sale of substantial assets or sale of a substantial percentage of the Shares (including without limitation by way of a public offering or private placement) involving the Company other than the Contemplated Transactions (any of the foregoing inquiries or proposals being referred to lead to any herein as an “Acquisition Proposal, ”); (ii) directly engage in negotiations or indirectly engage indiscussions concerning, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal, (iii) provide any non-public information to any Person relating to, any Acquisition Proposal; or afford (iii) agree to, approve or recommend any Acquisition Proposal; provided, however, that if, at any time after the date hereof, the ESOP receives an unsolicited bona fide written Acquisition Proposal (under circumstances in which the Company and the ESOP have complied with their obligations under this Section 6.15) from any Person (other than Purchaser), which is determined in good faith (after consultation with its financial advisors and the Board of Directors of the Company) by the Trustee to be, or to be reasonably likely to result in a Superior Proposal, the ESOP may (x) furnish non-public information about the Company to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement not materially less restrictive of such Person than the Confidentiality Agreement and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal; provided that the Trustee shall not take any such action unless the Trustee shall have determined in good faith, after consultation with outside counsel, that the failure to take such action would be deemed to constitute a breach of its fiduciary duties under applicable Law. The Company and the ESOP agree to notify Purchaser as soon as is reasonably practicable (and not later than forty-eight (48) hours) after receipt of any Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal or for access to the business, properties, assets, books or records of the Company toby any Person that informs the Company or the ESOP that it is considering making or has made an Acquisition Proposal. Such notice shall be made orally (and shall be confirmed in writing) and shall indicate the identity of the Person making, and the material terms and conditions of, such proposal, inquiry or contact notwithstanding any confidentiality restrictions applicable thereto (which the ESOP shall be required to obtain waiver of prior to its review of any such proposal, inquiry or contact). The ESOP shall inform Purchaser and the Company periodically of the status and content of any discussions or negotiations regarding such Acquisition Proposal with such Person and as promptly as reasonably practicable of any change in the price, structure or form of the consideration or material terms of and conditions regarding the Acquisition Proposal. Each of the Company and the ESOP will use its best efforts to prevent its Representatives from taking any action prohibited hereby if taken by the Company or the ESOP. If either of the Company or the ESOP learns of any such action taken by a Representative, the Company or the ESOP, as the case may be, will immediately advise Purchaser and provide the information specified herein. Notwithstanding anything to the contrary contained herein, (i) nothing in this Section 6.15 shall delay or otherwise affect those obligations of the parties arising under Section 6.4(a) and Section 6.7(a) hereof, and (ii) if the ESOP receives an unsolicited bona fide written Acquisition Proposal (under circumstances in which the Company and the ESOP have complied with their obligations under this Section 6.15) from any Person (other than ParentPurchaser), Purchaserwhich is determined in good faith (after consultation with its financial advisors and the Board of Directors of the Company) by the Trustee to be, or any designees to be reasonably likely to result in a Superior Proposal and at or after the time of Parent the receipt of such Acquisition Proposal all of the conditions to the Closing set forth in Article VII (except those conditions which by their nature can only be satisfied on the Closing Date) have been or Purchaserare subsequently satisfied, the ESOP shall determine (and shall provide reasonably prompt oral and written notice of such determination to Purchaser and the Company) in connection with any to accept or reject such Acquisition Proposal within seven (7) Business Days following the later of the receipt of such Acquisition Proposal or satisfaction of such conditions. In the event that the ESOP determines to accept such Acquisition Proposal, the ESOP shall, on the next succeeding Business Day following the expiration of such seven (iv7) enter into any agreement Business Day period, invoke the procedures set forth in principleSection 11.1(e), letter including, without limitation, by providing Purchaser with five (5) Business Days to amend the terms of intent, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement or other similar instrument relating its offer. In the event that the ESOP determines to an reject such Acquisition Proposal, the ESOP shall, on the next succeeding Business Day following the expiration of such seven (v7) recommend any other holder Business Day period, provide notice to the Person(s) making the Acquisition Proposal of Company Common Stock to not tender shares of Company Common Stock in the Offer or (vi) resolve or agree to do any of the foregoing. Each Stockholder shallsuch rejection, and shall direct its Representatives involved in the Contemplated Transactions to, immediately cease any solicitation, discussions, or all negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal or potential Acquisition Proposal that could reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, such Stockholder or its Representative may, solely in response to an inquiry or proposal that did not result from a material breach of this Section 4.6, inform a Person that has made or, to the Knowledge of the Stockholder or its Representative (as applicable), is considering making and discussions regarding an Acquisition Proposal of the restrictions of this Section 4.6 and of the Merger Agreement. For clarity, if such Stockholder is a venture capital or private equity investor, the term “Representative” (a) shall include any general partner of such Stockholder that is still affiliated with such Stockholder, but (b) shall exclude (i) any limited partner, (ii) any general partner that is no longer affiliated with such Stockholder, and (iii) any employees or other Representatives, in each case of clauses (i) to (iiiPerson(s), who do not have actual knowledge of the Contemplated Transactions. Each Stockholder acknowledges and agrees that, for purposes of determining whether a breach of this Section 4.6 has occurred, the actions of such Stockholder’s directors and Representatives acting in their authorized capacities on behalf of such Stockholder shall be deemed to be the actions of such Stockholder, and such Stockholder shall be responsible for any breach of this Section 4.6 by its directors and Representatives acting in their authorized capacities on behalf of such Stockholder.