Common use of No Solicitation Clause in Contracts

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof of this Agreement until the earlier of the Closing and or the Termination Datetermination of this Agreement, neither the Company, on the one hand, nor the Parent, on the other hand, Company shall, and each it shall direct cause its Subsidiaries to, immediately cease and cause their respective Subsidiaries to be terminated all existing discussions, negotiations and its or its respective Subsidiaries’ directorscommunications, officersif any, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with any Persons with respect to any PersonAcquisition Proposal and shall use its reasonable best efforts to cause any such Person (and its agents and advisors) in possession of confidential information about the Company or any of its Subsidiaries that was furnished by or on behalf of the Company or any of its Subsidiaries to return or destroy all such information. The Company agrees that neither it nor any of its Subsidiaries shall, and that it shall direct the foregoing Persons are referred to herein as such PersonCompany’s and its Subsidiaries’ respective officers, directors, employees, agents and representatives, including any investment banker, consultant, attorney or accountant retained by the Company or any of its Subsidiaries (collectively, “Representatives”) not to, directly or indirectly, solicit(i) initiate, initiatesolicit or knowingly encourage (including by way of furnishing information or assistance), or knowingly induce, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of of, any inquiry, offer or proposal that which constitutes or could reasonably be expected to lead to any Takeover Acquisition Proposal, or(ii) enter into, subject to Section 6.15(b): (i) conduct continue or engage otherwise participate in any discussions or negotiations with, disclose furnish any non-public information relating to the Company or the any of its Subsidiaries to, or otherwise cooperate in any way with any Person (other than Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, its affiliates or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingrepresentatives) that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, or withdraw or modify in any Takeover Proposal; (ii) (A) except where manner adverse to Parent, the Company Board Recommendation, or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Acquisition Proposal (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant (other than to Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach or any of its fiduciary duties, amend affiliates or grant representatives) any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiariesagreement, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iiiv) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreementintent or similar document or any agreement contemplating or otherwise relating to, or other Contract relating that is intended to or could reasonably be expected to lead to, any Takeover Proposal Acquisition Proposal. The Company shall promptly (eachand in any event within twenty-four hours) notify Parent if any proposals are received by, an “Acquisition Agreement”). Without limiting the foregoing, it any information is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one handrequested from, or any negotiations or discussions are sought to be initiated or continued with, the Parent or its SubsidiariesCompany, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its SubsidiariesSubsidiaries or any Representative, in each case, in connection with or which could reasonably be expected to result in an Acquisition Proposal, which notice shall be deemed identify the name of the Person making such proposal or request or seeking such negotiations or discussions and include copies of all correspondence and written materials provided to be a breach the Company, any of this Section 6.15 by its Subsidiaries or any Representative that describe the applicable partyterms and conditions of any proposal or request (and any subsequent changes to such terms and conditions) and summaries of any material oral communications addressing such matters. The Company shall promptly keep Parent fully informed in all material respects of the status and details of any Acquisition Proposal (including any changes in the material terms thereof).

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until the earlier Each of the Closing Republic and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallAllied agrees that it shall not, and each it shall cause its Subsidiaries not to, and that it shall direct and cause their respective Subsidiaries its and its or its respective Subsidiaries’ directors, respective officers, directors and employees, agents and representatives (including any investment bankersbanker, attorneysattorney, accountants, consultants, accountant or other agents advisor retained by it or advisors any of its Subsidiaries) (with respect to any Personcollectively, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, solicit or otherwise knowingly take encourage or facilitate any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making by any third Person or group (as defined in the Exchange Act) of third Persons (other than the other party hereto and/or its Subsidiaries and their respective Representatives) (a “Third Party”) of any proposal or offer with respect to a purchase, merger, reorganization, share exchange, consolidation, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization or similar transaction involving 20% or more of its consolidated total revenues or assets (including by means of a transaction with respect to securities of such party or its Subsidiaries) or 20% or more of its outstanding shares of common stock (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”, it being understood that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records none of the Company transactions contemplated by this Agreement or set forth in Section 6.01(a) of the Parent Allied Disclosure Schedule or any Section 6.01(b) of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent BoardRepublic Disclosure Schedule, as applicable, makes a good faith determinationshall be deemed to constitute an Acquisition Proposal). Each of Republic and Allied further agrees that it shall not, after consultation with its financial advisors and outside legal counsel, that the failure to do so would it shall cause it to be in breach each of its fiduciary dutiesSubsidiaries not to, amend and it shall direct and cause its and its Subsidiaries’ Representatives not to, directly or grant indirectly, except as permitted by Section 6.02(b), (i) engage in any waiver negotiations or release under discussions with, or provide any standstill information or similar data to, any Third Party relating to an Acquisition Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) execute or enter into, or publicly propose to accept or enter into an agreement with respect to any class an Acquisition Proposal, including a letter of equity securities of the Company or the Parentintent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition option agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, acquisition agreement or other Contract relating to any Takeover Proposal agreement (each, whether binding or not) in furtherance of an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyProposal.

No Solicitation. (a) Except as permitted by this Section 6.15The Company shall not, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each Company shall direct and cause their respective Subsidiaries and instruct its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) Representatives not to, (i) directly or indirectly, indirectly solicit, initiate, initiate or knowingly take encourage or knowingly facilitate (including by way of providing information) any action to facilitate inquiries, proposals or encourage the submission of any Takeover Proposal 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 a Company Takeover ProposalProposal or (ii) directly or indirectly engage in, or, subject to Section 6.15(b): (i) conduct enter into or engage participate in any discussions or negotiations withwith any Person regarding, disclose furnish to any non-public Person any information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, books or records of the Company or the Parent or any of their respective Subsidiaries to, or take any other action to assist or knowingly assist, participate in, facilitate, facilitate or knowingly encourage any effort byby any Person, in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any third party Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company shall, and shall cause its potential sources of financingdirectors and officers to, and shall use its reasonable best efforts to cause its Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on the Agreement Date that is seeking to makeconstitutes, or has madecould reasonably be expected to lead to, any a Company Takeover Proposal; , (ii) request the prompt return or destruction of all confidential information previously furnished to any Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (Aiii) except where terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement, at any time during the Pre-Closing Period, in response to a Company Takeover Proposal made after the Agreement Date that did not result from a material breach of this Section 6.02(a), in the event that the Company Board (acting upon the recommendation of the Special Committee) or the Parent BoardSpecial Committee determines, as applicable, makes a in good faith determinationfaith, after consultation with outside counsel and an independent financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) enter into an Acceptable Confidentiality Agreement with any Person or group of Persons making such Qualifying Company Takeover Proposal, (B) furnish information with respect to the Company to the Person or group of Persons making such Qualifying Company Takeover Proposal and its financial advisors or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company concurrently or promptly thereafter provides Parent, in accordance with the terms of the Confidentiality Agreement, any material non-public information with respect to the Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (C) participate in discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company may only take the actions described in clauses (A), (B) or (C) above if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines, in good faith, after consultation with outside legal counsel, that the failure to do so take any such action would cause it to be in breach of inconsistent with its fiduciary duties, amend or grant any waiver or release duties under any standstill or similar agreement with respect to any class of equity securities of applicable Law. Wherever the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an term “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallThe Company has ceased, and each shall direct and cause their respective Subsidiaries and has instructed its or its respective Subsidiaries’ officers, directors, officers, employees, investment bankers, attorneys, accountants, consultants, accountants or other advisors, agents or advisors representatives that have been involved in the negotiation of the transactions contemplated hereby or any proposal received since January 1, 2014 that would have constituted an Acquisition Proposal if received following the date hereof (collectively, “Representatives”) to cease, and caused to be terminated all existing discussions, negotiations and communications with any persons or entities with respect to any Personoffer or proposal or potential offer or proposal relating to any transaction or proposed transaction or series of related transactions, other than the transactions contemplated hereby, involving any Acquisition Proposal. Except as provided in Section 5.2(b) or 5.2(c) below, from the date of this Agreement until the earlier of termination of this Agreement or the Effective Time, the foregoing Persons are referred Company shall not and shall not authorize its Representatives (and shall use its reasonable best efforts not to herein as such Person’s “permit its Representatives”) not to), to directly or indirectlyindirectly through another person, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct initiate, solicit or engage in any discussions or negotiations with, disclose knowingly encourage (including by way of furnishing any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries toits subsidiaries), or knowingly assistinduce or knowingly take any other action which is intended to lead to the making, participate insubmission or announcement of any Acquisition Proposal, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant enter into any waiver or release under any standstill or similar agreement with respect to any class Acquisition Proposal, (iii) engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent or any of equity securities its affiliates or representatives) relating to any Acquisition Proposal, (iv) approve, endorse or recommend an Acquisition Proposal or any letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Proposal or (v) resolve to do any of the foregoing. The Company shall, within 24 hours of the date hereof, terminate access by any third party to any data room (virtual or actual) containing any of the Company’s confidential information. Within two (2) business days from the date hereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties prior to the date hereof that have, since January 1, 2014, entered into confidentiality agreements relating to a possible Acquisition Proposal with the Company or any of its subsidiaries. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) or in Section 6.4 or any other provision hereof shall prohibit the Company or the ParentCompany Board of Directors from (A) taking and disclosing to the Company’s stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or from issuing a “stop, as applicable, or any look and listen” statement pending disclosure of their respective Subsidiaries, its position thereunder or (B) approve making any transaction under, or any third party becoming an “interested stockholder” under disclosure to its stockholders if the NRS; or (iii) enter into any agreement Company Board of Directors determines in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating good faith that the failure to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions make such disclosure would be inconsistent with the restrictions set forth Company Board of Directors’ fiduciary duties to the Company’s stockholders under applicable Law; provided, however, that (1) in no event shall this Section 6.15 5.2(a) affect the obligations specified in Section 5.2(b) or 5.2(c) and (2) any such disclosure (other than issuance by any Representative the Company of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or declaration of advisability by the Company Board of Directors with respect to this Agreement or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, an Acquisition Proposal shall be deemed to be a breach an Adverse Recommendation Change unless the Company Board of Directors in connection with such communication publicly states that its recommendation with respect to this Section 6.15 by Agreement has not changed or refers to the applicable partyprior recommendation of the Company Board of Directors, without disclosing any Adverse Recommendation Change.

No Solicitation. Each Shareholder shall not (a) Except as permitted whether directly or indirectly through affiliates, advisors, agents or other intermediaries), and each Shareholder shall direct its and its Subsidiaries' respective officers, directors, affiliates, employees, members, partners, shareholders, advisors, representatives or other agents retained by this Section 6.15or otherwise acting on behalf of such Shareholder or its Subsidiaries and affiliates (collectively, from "Representatives", provided that such term shall not be deemed to include the date hereof until the earlier Company or apply to any Representatives of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause acting in their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein capacity as such Person’s “Representatives”on behalf of the Company) not to, directly or indirectly, (i) solicit, initiate, accept, seek, encourage, induce or knowingly take facilitate (including by way of furnishing non-public information) any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making or submission of any proposal that constitutes or could reasonably be expected to lead to any Takeover an Acquisition Proposal, oror cooperate in any way with any inquiry, subject proposal or offer from any other person relating to, that has the purpose of, or that constitutes or could reasonably be expected to Section 6.15(b): lead to an Acquisition Proposal, (iii) conduct continue or participate or engage in any discussions or negotiations with, or disclose any non-public information or data relating to the Company or the Parent its Subsidiaries or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, books or records of the Company or the Parent or any of their respective its Subsidiaries to, or knowingly assistotherwise cooperate with, participate inany person that has made an Acquisition Proposal or to any person that has disclosed to the Company that it is considering making an Acquisition Proposal, facilitate(iii) accept an Acquisition Proposal or enter into any agreement or agreement in principle or letter of intent, providing for or relating to an Acquisition Proposal or enter into any agreement or agreement in principle or letter of intent requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by the Securities Purchase Agreement, or encourage any effort by, any third party (or its potential sources of financingiv) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill standstill, confidentiality or similar agreement with respect to any class of equity securities of entered into by the Company or the ParentCompany, as applicable, its Subsidiaries or any of their respective SubsidiariesRepresentatives; provided that each Shareholder in such Shareholder's capacity as a director of the Company, or (B) approve if applicable, shall be permitted to take any transaction under, or any third party becoming an “interested stockholder” action expressly permitted under the NRS; Securities Purchase Agreement, solely in its capacity as a director of the Company. Each Shareholder shall and shall cause its Representatives to (i) immediately cease and cause to be terminated any existing activities, discussions or (iii) enter into negotiations with any agreement in principle, letter persons or their representatives conducted prior to the date of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating this Agreement with respect to any Takeover Acquisition Proposal and will request the prompt return or destruction of any confidential information previously furnished to such persons in connection therewith, and (each, an “Acquisition Agreement”ii) promptly inform its Representatives of the obligations undertaken in this Section 4(a). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 4(a) by any Representative of the Company a Shareholder or any of its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative person is purporting to act on behalf of the applicable party such Shareholder or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 4(a) by such Shareholder. Each Shareholder will as promptly as practicable (and in any event within 24 hours) advise the applicable partyInvestors of any request for information with respect to any Acquisition Proposal or of any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation. For purposes of this Agreement, each Investor is not deemed to be an Affiliate of the Shareholders. So long as no Shareholder (or its respective Representative) is in breach of this Agreement and subject to such Shareholder's continued compliance with this Agreement, nothing contained in this Agreement shall prevent a Shareholder or its Representatives from negotiating the terms of any agreement (including any shareholders or similar agreement), or otherwise participating in negotiations together with the Company, in connection with an Acquisition Proposal in the event that the Company is pursuing negotiations or discussions with the Person making such Acquisition Proposal in compliance with Section 5.2(b) of the Securities Purchase Agreement; provided that, such negotiations by a Shareholder or its Representatives shall not in and of themselves be deemed to constitute breach of this Agreement by such Shareholder or its Representatives for the purposes of this Section 4(a) provided that such Shareholder and its Representatives are otherwise in compliance with this Agreement.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, The Company shall, and each shall direct its subsidiaries and cause other affiliates and their respective Subsidiaries officers, directors, employees, representatives and agents to, immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Transaction (as hereinafter defined). The Company agrees that, prior to the Effective Time, it shall not, and shall not authorize or permit any of its subsidiaries or any of its or its respective Subsidiaries’ subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectly, to solicit, initiateinitiate or encourage, or knowingly take furnish or disclose non-public information in furtherance of, any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead with respect to any Takeover Proposalmerger, orliquidation, subject to Section 6.15(b): (i) conduct recapitalization, consolidation or engage in any discussions or negotiations with, disclose any non-public information relating to other business combination involving the Company or the Parent its subsidiaries or acquisition of any capital stock or any material portion of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records assets of the Company or its subsidiaries, or any combination of the foregoing (other than the Offer, the Merger and the sale or other disposition of the Excluded Business, or the shut-down of the NAS Business (excluding the Excluded Business), in each case in accordance with the terms hereof) (an "Acquisition Transaction"), or negotiate, explore or otherwise engage in substantive discussions with any person (other than the Purchaser, Parent or any of their respective Subsidiaries directors, officers, employees, agents and representatives) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; provided that the Company may, prior to the purchase of Shares pursuant to the Offer, furnish information to, and negotiate or knowingly assist, participate in, facilitate, or encourage any effort byotherwise engage in substantive discussions with, any third party (or its potential sources of financing) that is seeking to makeperson who delivers a bona fide, or has made, any Takeover Proposal; (ii) (A) except where written proposal for an Acquisition Transaction if the Company Board or the Parent Board, as applicable, makes a determines in good faith determinationby a majority vote, after consultation with its financial advisors and outside legal counselcounsel and Financial Advisor or another nationally recognized investment banking firm, that (i) such a transaction is reasonably likely to result in a transaction that is superior in comparison to the failure Offer and the Merger and the terms of this Agreement to do so the Company's stockholders from a financial point of view and to the Company, taking into account the terms and conditions thereof, the likelihood of consummation and the time required to complete such transaction (a "Superior Proposal"), and (ii) failing to take such action would cause it to be result in a breach of its the fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities duties of the Company or the ParentBoard under applicable Law, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating and prior to furnishing non-public information to any Takeover Proposal such party, the Company shall have entered into a confidentiality agreement containing terms at least as favorable to the Company as those of the Confidentiality Agreement (each, an “Acquisition Agreement”provided that such confidentiality agreement need not contain any standstill provisions). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.The term "

No Solicitation. (a) Except as permitted by this Section 6.15United will not, from and will cause the date hereof until the earlier United Subsidiaries and each officer or director of United or any United Subsidiary not to, and will use its reasonable best efforts to cause each controlled Affiliate and any employee, agent, consultant or representative (including any financial or legal advisor or other representative) of United, any of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallUnited Subsidiaries or any such controlled Affiliate not to, and each shall direct and cause their respective Subsidiaries and on becoming aware of it will use its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect best efforts to stop any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not Person from continuing to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage or facilitate (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could would reasonably be expected to lead to, any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transactions involving United or any of the United Subsidiaries that, if consummated, would constitute a Competing Transaction (any of the foregoing inquiries or proposals being referred to any Takeover herein as a “United Acquisition Proposal”), or(ii) solicit, subject to Section 6.15(b): (i) conduct initiate, knowingly encourage or engage participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, disclose or otherwise cooperate in any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries toway with, or knowingly assist, participate in, facilitate, or encourage facilitate in any way any effort by, any third party (or its potential sources of financing) that is seeking to make, or has madePerson in connection with, any Takeover United Acquisition Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheetmemorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreementagreement or other agreement regarding, or other Contract relating that is intended to result in, or would reasonably be expected to lead to, any Takeover United Acquisition Proposal (each, an a “United Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallIt will not, and each shall direct and cause will not directly or indirectly authorize or permit any of its affiliates, representatives or agents or any of their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, directors or other agents or advisors employees to: (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”i) not to, directly or indirectly, solicit, initiate, encourage (including by way of furnishing information) or knowingly take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any direct or indirect acquisition or purchase of 15% or more of the assets (by value) or GSE Common Stock, any tender offer or exchange offer that if consummated would result in any person or entity beneficially owning 15% or more of the GSE Common Stock, or any merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving GSE (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to lead impede, interfere with, prevent or materially delay the merger contemplated by this Agreement (collectively, "GSE Transaction Proposals") or agree to or endorse any Takeover ProposalGSE Transaction Proposal or (ii) propose, or, subject to Section 6.15(b): (i) conduct enter into or engage participate in any discussions or negotiations withregarding any of the foregoing, disclose or furnish to another person or entity any non-public information relating with respect to the Company its business, properties or the Parent assets or any of their respective Subsidiaries to, afford access to the business, properties, assets, booksforegoing, or records of the Company or the Parent or otherwise cooperate in any of their respective Subsidiaries toway with, or knowingly assist, assist or participate in, facilitatefacilitate or encourage, an effort or encourage attempt by any effort byother person or entity to do or seek to do any of the foregoing, any third party provided, however, that the foregoing clauses (or its potential sources of financingi) that is seeking to make, or has made, any Takeover Proposal; and (ii) shall not prohibit GSE from (Aa) except where furnishing information pursuant to an appropriate confidentiality and standstill letter no more favorable to such person or entity than the Company Board confidentiality agreement with Parent concerning GSE and its businesses, properties or assets to such person or entity who has made a Superior GSE Transaction Proposal (as defined below) or (b) engaging in discussions or negotiations with such a third party who has made a Superior GSE Transaction Proposal but in each case referred to in the Parent Board, as applicable, makes a foregoing clauses (a) and (b) only after the board of directors of GSE concludes in good faith determinationfollowing advice of its outside counsel that such action would be required for the board of directors of GSE to comply with its fiduciary obligations to stockholders under applicable law. If the board of directors of GSE receives a GSE Transaction Proposal, then GSE shall immediately inform Parent of the terms and conditions of such proposal and the identity of the person or entity making it and shall keep Parent fully informed of the status and details of any such GSE Transaction Proposal and of all steps it is taking in response to such GSE Transaction Proposal; provided that nothing contained in this Subparagraph 4.2.11.1 shall prohibit GSE or its board of directors from making any disclosure to GSE's stockholders which, in the good faith judgment of GSE's board of directors, may be required under applicable law. For purposes of this Agreement, the term "Superior GSE Transaction Proposal" shall mean a bonafide GSE Transaction Proposal made by any person or entity (other than Parent and Merger Sub) to acquire, directly or indirectly, for consideration consisting of cash and/or securities, more that 50% of the voting power of the GSE Common Stock then outstanding or all or substantially all of the assets of GSE and otherwise on terms that the board of directors of GSE determines in good faith after consultation with (and based in part on the advice of) its independent financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach more favorable, from a financial point of its fiduciary dutiesview, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of GSE's stockholders than the Company or merger contemplated by this Agreement and for which financing, to the Parentextent required, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.fully committed;

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof until the earlier of the Closing hereof, Qwest and the Termination Date, neither the Company, on the one handU S WEST shall not, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or they permit any of their respective Subsidiaries to, afford access nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to the businesscause any investment banker, propertiesfinancial advisor, assetsattorney, books, accountants or records of the Company or the Parent other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or knowingly assist, participate in, take any other action designed to facilitate, or encourage any effort by, any third party Alternative Transaction (or its potential sources of financing) that is seeking to makeas hereinafter defined), or has made, any Takeover Proposal; (ii) (A) except where participate in any discussions regarding any Alternative Transaction; provided, however, that if, at any time prior to the Company Board time the Qwest Stockholders' Approval or the Parent BoardU S WEST Stockholders' Approval is obtained, the Board of Directors of Qwest or U S WEST, as applicablethe case may be, makes a determines in good faith determination, after consultation with its financial advisors and outside legal counselfaith, that the failure to do so would cause it provide such information or to be participate in breach of its fiduciary duties, amend such negotiations or grant any waiver discussions is reasonably likely to result in a Qwest Superior Proposal or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parenta U S WEST Superior Proposal (as such terms are defined in Section 6.02 hereof), as applicablethe case may be, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, that was not initially solicited by it is understood and that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or did not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be otherwise result from a breach of this Section 6.15 5.03, U S WEST or Qwest, as applicable, may, subject to the Party receiving the Qwest Superior Proposal or U S WEST Superior Proposal, as the case may be, giving the other Party written notice of its intention to do so, after obtaining a confidentiality agreement substantially similar to the Confidentiality Agreement dated July 8, 1999 between the Parties, (x) furnish information with respect to Qwest or U S WEST, as the case may be, and (y) engage in discussion and negotiations regarding such proposal. Each of Qwest and U S WEST shall promptly notify the other Party orally and in writing of any request for information or of any proposal in connection with an Alternative Transaction, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of Qwest and U S WEST will keep the other Party reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of Qwest and U S WEST shall immediately cease and terminate any existing solicitation, initiation, encouragement activity, discussion or negotiation with any persons conducted heretofore by them or their representatives with respect to the applicable partyforegoing.

No Solicitation. (a) Except Each Stockholder shall, and shall cause its controlled Affiliates to, and shall use reasonable best efforts to cause its and their respective Representatives to, immediately cease and terminate any and all solicitations, discussions or negotiations existing as permitted by this Section 6.15, from of the date hereof until the earlier of the Closing and the Termination Datebetween such Stockholder, neither the CompanyAffiliates or Representatives, on the one hand, nor and the ParentCompany and its Affiliates or Representatives or any third party (or its Representatives), on the other hand, shallin connection with or in response to an actual or potential Acquisition Proposal or any inquiry, proposal or indication of interest with respect thereto. During the Term, each Stockholder shall not, and each Stockholder shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) controlled Affiliates not to, directly or indirectlyand shall use its reasonable best efforts to cause its and their Representatives (it being understood that, solicitfor purposes hereof, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its SubsidiariesSubsidiaries shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, on her or its capacity as a stockholder of the one handCompany) not to (and shall not authorize or give permission to its and their respective Representatives to), directly or indirectly (a) solicit, initiate, seek or knowingly encourage or facilitate the making, submission or announcement of, or make, submit or announce, any inquiry, discussion, request, offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (b) propose to enter into any merger or business combination involving the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party Company or any of its Subsidiariessubsidiaries or divisions, shall (c) (i) 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 or any of its Subsidiaries to, any third party, or (ii) request or seek from the Company or any of its Subsidiaries any such access, in each case, in connection with or in response to, or that would be deemed reasonably likely to lead to, an Acquisition Proposal or any inquiry, proposal or indication of interest with respect thereto, (d) engage or participate in any discussions or negotiations with the Company or any third party with respect to, or that would be a breach reasonably likely to lead to, any Acquisition Proposal or any inquiry, proposal or indication of this Section 6.15 by the applicable partyinterest with respect thereto, or (e) adopt or approve, or enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, merger agreement, acquisition agreement, option agreement or any other agreement or instrument providing for or relating to any Acquisition Proposal or any inquiry, proposal or indication of interest with respect thereto.

No Solicitation. (a) Except as permitted by this Section 6.15, from Neither the date hereof until the earlier Company nor any of the Closing and the Termination Date, neither the Company, on the one handCompany Subsidiar ies shall, nor the Parent, on the other hand, shall, and each shall direct and cause it or any of Company Subsidiaries authorize or permit any of their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, attorneys or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectlyindirectly to, (i) solicit, initiate, encourage (including by way of furnishing information or knowingly assistance) or take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiry or the making of any proposal that which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a substantial amount of assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, 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 material corporate transaction the consummation of which would or could reasonably be expected to lead impede, interfere with, prevent or materially delay the Merger (collectively, "TRANSACTION PROPOSALS") or agree to or endorse any Takeover ProposalTransaction Proposal or (ii) propose, or, subject to Section 6.15(b): (i) conduct enter into or engage participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, disclose or assist or participate in, facilitate or encourage, any non-public information relating effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that the foregoing clauses (i) and (ii) shall not prohibit the Company from, prior to the Company Stockholders Meeting (A) furnishing information pursuant to an appropriate confidentiality letter concerning the Company and its businesses, properties or assets to a third party which has made an unsolicited Qualified Transaction Proposal (as defined below), (B) engaging in discussions or negotiations with such a third party which has made an unsolicited Qualified Transaction Proposal or (C) following receipt of an unsolicited Qualified Transaction Proposal, taking and disclosing to its shareholders a position with respect to such Qualified Transaction Proposal, but in each case referred to in the Parent or any foregoing clauses (A) through (C) only after the Board of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records Directors of the Company or the Parent or any concludes in good faith, following receipt of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking a written opinion addressed to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.from outside

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until the earlier of the Closing and the Termination Date, neither or the CompanyFinal Closing Date if the Purchaser elects to have more than one Closing, on the one hand, nor the Parent, on the other hand, shall, Company shall not and shall cause its Affiliates and each shall direct and cause of their respective Subsidiaries and its or its respective Subsidiaries’ officers, directors, officersemployees, employeesauditors, agents, representatives, consultants, advisors, investment bankers, attorneys, accountants, consultants, or accountants and other agents or advisors (with respect to any Personcollectively, the foregoing Persons are referred to herein as such Person’s “"Representatives”") not to, directly or indirectly, solicit, (i) initiate, solicit or entertain offers from, negotiate with or in any manner knowingly take encourage, discuss, accept, or consider any proposal of any other person relating to (w) the acquisition of capital stock of the Company or any of its Subsidiaries, securities convertible into or exchangeable for shares of capital stock of the Company or any of its Subsidiaries, (x) the acquisition of the Company's or any of its Subsidiaries' assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise, (y) the incurrence of indebtedness for borrowed money by the Company or any of its Subsidiaries, or (z) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent, delay or dilute the benefits to the Purchaser of the transactions contemplated hereby, including, without limitation, by taking any action that would make Section 203 of the DGCL or the Rights Agreement inapplicable to facilitate an Alternative Transaction (other than the transactions contemplated by this Agreement, sales of inventory in the ordinary course and shares issued upon the exercise of existing stock options) (any of the foregoing being an "Alternative Transaction"), (ii) initiate, participate engage in, or encourage agree to initiate, participate or engage in negotiations or discussions concerning, or provide to any person or entity any information or data relating to the submission of Company or any Takeover Proposal Subsidiary, or otherwise cooperate with or assist or participate in, facilitating or encouraging, any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to an Alternative Transaction, (iii) in connection with any Takeover ProposalAlternative Transaction, orrequire it to abandon, subject terminate or fail to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to consummate the Company transactions contemplated by this Agreement or the Parent or any of their respective Subsidiaries toother Documents, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingiv) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under or amend any standstill standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; (v) agree to, approve or recommend any Alternative Transaction, or (vi) take any other action inconsistent with the obligations and commitments assumed by the Company pursuant to this Section 5.11; provided, however, that nothing contained herein shall limit the ability of the Company to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; and provided further that if, in respect of an offer, proposal or inquiry relating to a possible Alternative Transaction from a third party or entity made after the date hereof which has not been solicited or encouraged in violation of clause (i) or (ii) above, the Board of Directors of the Company determines in good faith, after consultation with counsel, that its fiduciary duties so require, the Company and its Representatives may participate or engage in discussions or negotiations with such third party or entity concerning such Alternative Transaction, or provide such third party with information or data relating to the Company or any Subsidiary, in each case for purposes of complying with its disclosure obligations to its stockholders in connection with the Stockholders' Meeting. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, its Affiliates or their respective Representatives with any person conducted heretofore with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”)foregoing. Without limiting the foregoing, it is understood agreed that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 5.11 by any Representative of the Company or any of its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, Affiliates whether or not such Representative person is purporting to act on behalf of the applicable party Company or any of its SubsidiariesAffiliates, shall be deemed to be constitute a breach of this Section 6.15 5.11 by the applicable partyCompany.

No Solicitation. Neither the Stockholder, any Fund nor any of their respective affiliates shall (a) Except as permitted by this Section 6.15whether directly or indirectly through any officer, from the date hereof until the earlier of the Closing and the Termination Datedirector, neither the Companymember, on the one handadvisor, agent, representatives or other intermediary), nor shall the ParentStockholder, on the other hand, shall, and each shall direct and cause any Fund or any of their respective Subsidiaries and affiliates authorize or permit any of its or its respective Subsidiaries’ officers, directors, officersmembers, employeesadvisors, investment bankersagents, attorneys, accountants, consultants, representatives or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not intermediaries to, directly or indirectly, (i) solicit, initiate, encourage or knowingly take any action to facilitate or encourage the any submission of inquiries, proposals or offers from any Takeover Proposal person relating to any acquisition or purchase of all or a material amount of assets of, or any equity interest in, the Company (or any subsidiary or division thereof) or any merger, consolidation, tender offer (including a self tender offer), exchange offer, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any subsidiary or division thereof), other than the transactions contemplated by this Agreement or the making Merger Agreement, or any other transaction the consummation of any proposal that which would or could reasonably be expected to lead impede, interfere with, prevent or materially delay the Debt Offer or the Merger or which would or could reasonably be expected to materially dilute the benefits to Newco of the transactions contemplated by the Merger Agreement (collectively, "Transaction Proposals") or agree to or endorse any Takeover Transaction Proposal, orother than the transactions contemplated by the Merger Agreement, subject to Section 6.15(b): or (iii) conduct enter into or engage participate in any discussions or negotiations withregarding any of the foregoing, disclose or furnish to any non-public other person any information relating with respect to the Company Company's business, properties or the Parent assets or any of their respective Subsidiaries tothe foregoing, afford access or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing. Notwithstanding anything in this Agreement to the businesscontrary, propertiesfrom and after the date hereof, assets, books, or records the Stockholder and the Funds shall promptly advise Newco orally and in writing of the Company or the Parent receipt by any of them (or any of their respective Subsidiaries to, the other entities or knowingly assist, participate in, facilitate, or encourage persons referred to above) of any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Transaction Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating inquiry which is likely to lead to any Takeover Transaction Proposal, the material terms and conditions of such Transaction Proposal (eachor inquiry, an “Acquisition Agreement”). Without limiting and the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative identity of the Company person making any such Transaction Proposal or its Subsidiaries, on inquiry. The Stockholder and the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf Funds will keep Newco fully informed of the applicable party status and details of any such Transaction Proposal or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyinquiry.

No Solicitation. (a) Except as permitted by During the term of this Section 6.15Agreement, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany shall not, and each shall direct and cause their respective not authorize or permit any of its Subsidiaries and or any of its or its respective Subsidiaries’ ' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectly, to solicit, initiate, encourage or knowingly take facilitate, or furnish or disclose non-public information in furtherance of, any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving the Company, or the acquisition of 10% or more of the outstanding capital stock of the Company (other than upon exercise of Company Options and Company Warrants which are outstanding as of the date hereof) or any Significant Subsidiary of the Company or, except as permitted under Section 5.1 of the Company Disclosure Letter, the acquisition of 15% or more of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (a "Company Competing Transaction"), or negotiate or otherwise engage in discussions with any person (other than Parent, Merger Sub or their respective directors, officers, employees, agents or representatives) with respect to any Company Competing Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a Company Competing Transaction; provided that, at any time prior to the approval of the Merger by the shareholders of the Company, the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party (a "Company Third Party") who (x) delivers a bona fide written proposal for a Company Competing Transaction which was not solicited, initiated, encouraged or facilitated by the Company, directly or indirectly, after the date of this Agreement and (y) enters into an appropriate confidentiality agreement with the Company (which agreement shall be no less favorable to the Company than the Confidentiality Agreement, and a copy of which will be delivered to Parent promptly after the execution thereof), if, but only if, the Board of Directors of the Company determines in good faith by a majority vote, (i) after consultation with and receipt of advice from its outside legal counsel, that failing to take such action would constitute a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, and (ii) after consultation with the Company's independent financial advisors, that such proposal could reasonably be expected to lead to any Takeover Proposal, or, subject to a Superior Transaction (as defined in Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”5.8(d). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party).

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until the earlier of the Third Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany and its Subsidiaries shall not, and each shall direct and cause their respective Subsidiaries Affiliates and its or its each of their respective Subsidiaries’ officers, directors, officersemployees, employeesauditors, agents, representatives, consultants, advisors, investment bankers, attorneys, accountants, consultants, or accountants and other agents or advisors (with respect to any Personcollectively, the foregoing Persons are referred to herein as such Person’s “Representatives”"REPRESENTATIVES") not to, directly or indirectly, solicit, without the consent of Purchaser (i) initiate, solicit or entertain offers from, negotiate with or in any manner knowingly take encourage, discuss, accept, or consider any proposal of any other person relating to (w) the acquisition of capital stock of the Company or any of its Subsidiaries, securities convertible into or exchangeable for shares of capital stock of the Company or any of its Subsidiaries, (x) the acquisition of the Company's or any of its Subsidiaries' assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise, (y) the incurrence of indebtedness for borrowed money by the Company or any of its Subsidiaries, or (z) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent, delay or dilute the benefits to the Purchaser of the transactions contemplated hereby, including, without limitation, by taking any action that would make Section 203 of the DGCL or the Rights Agreement inapplicable to facilitate an Alternative Transaction (other than the transactions contemplated by this Agreement, sales of inventory in the ordinary course and shares issued upon the exercise of existing stock options) (any of the foregoing being an "ALTERNATIVE TRANSACTION"), (ii) initiate, participate or encourage engage in, or agree to initiate, participate or engage in, negotiations or discussions concerning, or provide to any person or entity any information or data relating to the submission of Company or any Takeover Proposal Subsidiary, or otherwise cooperate with or assist or participate in facilitating or encouraging, any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to an Alternative Transaction, (iii) in connection with any Takeover ProposalAlternative Transaction, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to require the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or the Parent or any of their respective Subsidiaries toother Documents, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingiv) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under or amend any standstill standstill, confidentiality or similar agreement with respect to any class of equity securities of entered into by the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its SubsidiariesAffiliates or representatives; (v) agree to, shall be deemed approve or recommend any Alternative Transaction, or (vi) take any other action inconsistent with the obligations and commitments of the Company pursuant to be a breach of this Section 6.15 by 5.11; provided, however, that nothing contained herein shall limit the applicable party.ability of the Company to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; and provided further that if, in respect of an offer, proposal or inquiry relating to a possible Alternative Transaction from a third party or entity made after the date hereof which has not been solicited or encouraged in violation of clause (i) or (ii) above, the Board of Directors of the Company

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until Until the earlier of the Closing and the Termination Datedate of termination of this Agreement pursuant to Section 3.04, neither none of the Company, on the one hand, parties hereto nor the Parent, on the other hand, shall, and each shall direct and cause any of their respective Affiliates, Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not toRepresentatives shall, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage of the submission of following actions with any Takeover Proposal or the making of Person other than any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): other party hereto and its respective designees: (i) conduct solicit, initiate or engage in agree to any discussions proposals or negotiations with, disclose offers from any non-public information Person relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Boardany merger, as applicableshare exchange, makes a good faith determinationbusiness combination, after consultation with its financial advisors and outside legal counselreorganization, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill consolidation or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not involving such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, (B) the acquisition of beneficial ownership of any equity or ownership interest in such party or any of its Subsidiaries, whether by issuance by such party or any of its Subsidiaries or by purchase (through a tender offer, exchange offer, negotiated purchase or otherwise) from the equityholders of such party or otherwise or (C) the license or transfer of all or a material portion of the assets of such party or any of its Subsidiaries (any of the transactions described in clauses (A) through (C), a “Third-Party Acquisition”), or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate with, knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek, a Third-Party Acquisition; provided, however, that a party’s Representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that such party is not able to entertain the unsolicited offer. Each party hereto shall be deemed notify the other parties hereto orally and in writing promptly after receipt of any proposal or offer from any Person to be effect a breach Third-Party Acquisition. Immediately following the execution of this Section 6.15 by Agreement, the applicable partyparties hereto shall, and shall direct their Representatives to, terminate any existing discussions or negotiations with any Persons, other than the parties hereto and their respective Affiliates and Representatives, concerning any purchase of the equity interests of ISI, ILG or their respective Subsidiaries or substantially all of the assets of ISI, ILG or their respective Subsidiaries or any merger or recapitalization transaction involving ISI, ILG or their respective Subsidiaries, and shall not recommence such negotiations unless and until this Agreement is terminated.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until Until the earlier of (i) the Closing Date and (ii) the Termination date of termination of this Agreement pursuant to the provisions of Section 7.1 (the "Expiry Date"), neither the Company, on the one hand, nor the Parent, on the other hand, shallSeller shall not, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employeesagents, investment bankersEmployees, affiliates, attorneys, accountants, consultants, financial advisers or other agents or advisors representatives (with respect to any Personcollectively, the foregoing Persons are referred to herein as such Person’s “"Representatives”") not to, directly or indirectly: (i) solicit, solicitencourage, initiate, entertain, review or knowingly take participate in any action negotiations or discussions with respect to any offer, indication of interest or proposal, whether oral, written, or otherwise, formal or informal, to, directly or indirectly, (a) acquire all or any material part of the Assets, whether by purchase of assets, exclusive license, joint venture formation, purchase of stock, acquisition or other business combination, or otherwise or (b) evaluate, represent Seller in, commence preparations for or underwrite or participate in underwriting an initial public offering or the issuance of equity securities, securities convertible into or exchangeable for equity securities (including, but not limited to, options, warrants and other derivative securities) of Seller or its affiliates (any of the items listed in (i)(a) or (i)(b) being termed a "Competing Proposed Acquisition"), (ii) disclose any information to any person that is not customarily disclosed in the ordinary course of business of Seller, consistent with past practices, and which Seller or its Representative believes or should reasonably know would be used for the purposes of formulating any offer, indication of interest or proposal for a Competing Proposed Acquisition, (iii) assist, cooperate with, facilitate or encourage any person to make any offer, indication of interest or proposal for a Competing Proposed Acquisition (directly or indirectly), (iv) agree to, enter into a contract, arrangement or understanding regarding, approve, recommend or endorse any Competing Proposed Acquisition, or (v) authorize or permit any of Seller's Representatives to take any such action. Through the submission Expiry Date, Seller shall notify Buyer as soon as reasonably practicable, and in any event within twenty-four hours of receipt, if any offer, indication of interest or proposal (formal or informal, oral, written or otherwise), or any inquiry or contact with any person with respect thereto, regarding a Competing Proposed Acquisition is made or remains outstanding on the date hereof; such notice shall include the identity of the party or parties making such Competing Proposed Acquisition and the terms thereof and Seller shall keep Buyer apprised, on a current basis, of the status of any Takeover Proposal or the making such Competing Proposed Acquisition and of any modifications to the terms thereof. Notwithstanding the foregoing, Seller shall not be deemed to have breached this Agreement if it has merely read correspondence in order to identify such correspondence as an offer, indication of interest or proposal for a Competing Proposed Acquisition; provided that its review or evaluation is terminated immediately after the identification of such correspondence as an offer, indication of interest or proposal for a Competing Proposed Acquisition. Seller immediately shall cease and cause to be terminated (and not resumed prior to the Expiry Date) all existing discussions or negotiations with any parties (other than Buyer and Buyer Parent) conducted heretofore which could reasonably be expected to lead to any Takeover ProposalCompeting Proposed Acquisition. Through the Expiry Date, orwithout Buyer's written consent obtained in advance, subject Seller will not engage in any transaction, or in discussions or negotiations with investment bankers or third parties with respect to Section 6.15(b): a potential transaction involving (i) conduct the transfer or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or licensing of any of their respective Subsidiaries the Assets (including, but not limited to, afford access any intellectual property) to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any a third party (or its potential sources other than Product licenses in the ordinary course of financing) that is seeking to makebusiness of Seller consistent with past practice), or has made, any Takeover Proposal; (ii) (A) except where the Company Board issuance or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class exchange of equity securities, securities convertible into or exchangeable for equity securities (including, but not limited to, options, warrants and other derivative securities) of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company Seller or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyaffiliates.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until Until the earlier of (i) the Closing and Effective Time, or --------------- (ii) the Termination Datedate of termination of this Agreement pursuant to the provisions of Section 7 hereof, neither the CompanyDigital shall not (nor shall Digital permit, on the one handas applicable, nor the Parentany of Digital's officers, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankersshareholders, attorneysagents, accountants, consultants, representatives or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not affiliates to), directly or indirectly, take any of the following actions with any party other than Agile and its designees: (a) solicit, initiateencourage, initiate or participate in any inquiry, negotiations or discussions, or knowingly take enter into any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposalagreement, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class offer or proposal to acquire all or any material part of equity securities of the Company Digital's business, properties or the Parent, as applicabletechnologies, or any material amount of their respective SubsidiariesDigital's Capital Stock, whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning Digital's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any material part of Digital Capital Stock, any of its capital stock or assets of the Company, other than inventory in the ordinary course of business, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iiid) enter into any agreement in principle, letter with any person providing for the acquisition of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other handDigital, whether by merger, purchase of assets, tender offer or not such Representative is purporting to act on behalf of otherwise. In the applicable party event that Digital, or any of its Subsidiariesthe Digital's affiliates shall receive, prior to the Effective Time or the termination of this Agreement, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a) or (c) above, or any request for disclosure or access pursuant to clause (b) above, Digital shall be deemed promptly notify Agile, but not later than 24 hours thereof, including information as to be a breach the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as Agile may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 6.15 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the applicable partyparties hereto that Agile shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Agile may be entitled at law or in equity.

No Solicitation. (ai) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallThe Company shall not, and each shall direct and cause their respective Subsidiaries and its not permit any of its, or its Subsidiaries', respective Subsidiaries’ officers, directors, officersemployees, employeesaffiliates, agents, investment bankers, attorneys, accountants, consultants, other advisors or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not representatives to, directly or indirectly, solicit, initiate, or knowingly (A) take any action to facilitate solicit, initiate or encourage the submission (including by way of furnishing or disclosing non-public information) any Takeover Proposal inquiries or the making of any offer or proposal that could reasonably be expected by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company or any of its Subsidiaries or divisions of any of the foregoing, or any proposal or offer to lead acquire in any manner, directly or indirectly, an equity interest in, or a portion of the assets of, the Company or any of its Subsidiaries, other than pursuant to any Takeover the transactions contemplated by this Agreement (each such offer or proposal, an "Acquisition Proposal"), or, subject to Section 6.15(b): or (iB) conduct or engage participate in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, with or encourage any effort by, or attempt by any third party Person (other than the Buyer and its representatives) or its potential sources of financing) that is seeking take any other action to makefacilitate an Acquisition Proposal, or has made, (C) enter into any Takeover Proposal; (ii) (A) except where the Company Board Contract or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement understanding with respect to any class of equity securities Acquisition Proposal or which would require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated hereby by the shareholders of the Company; provided, however, that prior to receipt of the approval of this Agreement and the transactions contemplated hereby by the shareholders of the Company, the Company or may, to the Parentextent required by the fiduciary obligations of the Company's board of directors, as applicabledetermined in good faith by it based on the advice of outside counsel, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating response to any Takeover such Acquisition Proposal that was not solicited by the Company and that did not otherwise result from a breach or a deemed breach of this Section 6.1(c), and subject to compliance with Section 6.1(c)(iii), (eachx) furnish information with respect to the Company to the Person making such proposal pursuant to a confidentiality agreement not less restrictive of the other party than the confidentiality agreement between the Buyer and the Company dated April 8, an “Acquisition Agreement”)2005 and (y) participate in negotiations regarding such proposal. Without limiting the foregoing, it is understood agreed that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 the preceding sentence by any Representative executive officer of the Company or any of its Subsidiaries or any affiliate, director or investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative person is purporting to act on behalf of the applicable party Company or any of its SubsidiariesSubsidiaries or otherwise, shall be deemed to be a breach of this Section 6.15 6.2(c) by the applicable partyCompany.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until the earlier of through the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany shall and shall cause each Subsidiary and its Subsidiaries’ officers and directors to, and each of the foregoing shall direct and cause their respective Subsidiaries and its agents, representatives, advisors or its respective Subsidiaries’ directorssubsidiaries, officers, employees, investment bankers, attorneys, accountants, consultants, to cease any discussions or negotiations with any parties (other agents or advisors (than the Purchaser) that may be ongoing with respect to (A) any Personacquisition or purchase of assets of the Company and its Subsidiaries other than in the ordinary course of business consistent with past practice, (B) the purchase of any equity security of the Company or any Subsidiary (including a self tender offer) or any security that is convertible, exchangeable or exercisable for any such equity security, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, Liquidation, or similar transaction involving the Company or any Subsidiary (other than a Permitted Acquisition), or (D) any other transaction the consummation of which would, or could reasonably be expected to, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would, or could reasonably be expected to, materially dilute the benefits to the Purchasers of the transactions contemplated hereby (each of the foregoing items set forth in (A) through (D), an “Alternative Transaction”). From the date hereof through the Closing Date, the foregoing Persons are referred Company shall not, shall cause each Affiliate not to herein as and shall not authorize or permit any of its or any such Person’s “Representatives”) not officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative representing any such Person to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), or knowingly take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to may lead to any Takeover Proposal, or, subject to Section 6.15(b): an Alternative Transaction or (iii) conduct or engage participate in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, with any third party (or its potential sources of financing) that is seeking to make, or has made, regarding any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyproposed Alternative Transaction.

No Solicitation. The Company agrees that it shall not (a) Except as permitted by this Section 6.15, from the date hereof until the earlier and --------------- shall not authorize any of its subsidiaries or any of the Closing officers and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries directors of it or its subsidiaries or its and its or its respective Subsidiaries’ subsidiaries' directors, officers, employees, investment bankersaffiliates, attorneysagents, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not and representatives to), directly or indirectly, (a) solicit, initiateinitiate or encourage, or knowingly take any other action to facilitate or encourage the submission (including by way of furnishing information) any Takeover Proposal (as defined herein) or the making of take any proposal that could other action which may be reasonably be expected to lead to any Takeover Proposal, orother than the transactions contemplated by this Agreement and the Rollover Agreement, subject or any other transaction the consummation of which would reasonably be expected to Section 6.15(b): impede, interfere with, prevent or delay the Offer or the Merger or which would reasonably be expected to adversely affect the benefits to Purchaser of the transactions contemplated hereby, (ib) conduct negotiate, explore or engage otherwise participate in discussions with any person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as applicable), and including any parties with which the Company has previously engaged in discussions or negotiations withwith respect to any Takeover Proposal or potential Takeover Proposal, disclose or furnish to any non-public person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as applicable) any information relating with respect to the Company its business, properties or the Parent assets or any of their respective Subsidiaries to, afford access to the business, properties, assets, booksforegoing, or records otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as applicable) to do or seek any of the Company foregoing or the Parent (c) enter into any agreement, arrangement or any of their respective Subsidiaries understanding with respect to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has madeendorse, any Takeover Proposal; provided, -------- however, that the foregoing shall not prohibit the Company from (iii) prior to the ------- consummation of the Offer (A) except where furnishing information pursuant to a confidentiality agreement (provided for informational purposes to Purchaser), on terms and conditions customary for similar transactions, concerning the Company Board and its businesses, properties or the Parent Board, as applicable, makes assets to a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiariesthird party who has made an unsolicited bona fide written Takeover Proposal, or (B) approve any transaction under, engaging in discussions or any negotiations with such a third party becoming who has made an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any unsolicited bona fide written Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or which did not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be otherwise result from a breach of this Section 6.15 by 6.08 or (ii) following receipt of an unsolicited bona fide written ------------ Takeover Proposal, but prior to consummation of the applicable party.Offer, failing to make or withdrawing or modifying its recommendation referred to in Section 1.02(a), but, --------------- in each case referred to in the foregoing clauses (i)(B) or (ii), only to the ---------------------- extent that the Company Board shall have concluded in good faith, on the basis of advice from outside legal counsel and the Company's financial advisors, that (A) such Takeover Proposal is more favorable to the stockholders of the Company than the

No Solicitation. (a) Except as permitted by this Section 6.15Alleghany shall not, from and shall cause the date hereof until the earlier Alleghany Subsidiaries and each officer or director of Alleghany or any Alleghany Subsidiary not to, and shall use its reasonable best efforts to cause each controlled Affiliate and any employee, agent, consultant or representative (including any financial or legal advisor or other representative) of Alleghany, any of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallAlleghany Subsidiaries or any such controlled Affiliate not to, and each on becoming aware of it, shall direct and cause their respective Subsidiaries and use its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect best efforts to stop any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not Person from continuing to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage or facilitate (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could would reasonably be expected to lead to, any merger, share exchange, amalgamation, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transactions involving Alleghany or any of the Alleghany Subsidiaries that, if consummated, would constitute a Competing Transaction (any of the foregoing inquiries or proposals being referred to any Takeover herein as an “Alleghany Acquisition Proposal”), or(ii) solicit, subject to Section 6.15(b): (i) conduct initiate, knowingly encourage or engage participate in any discussions or negotiations regarding, or furnish to any Person any information in connection with, disclose or otherwise cooperate in any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries toway with, or knowingly assist, participate in, facilitate, or encourage facilitate in any way any effort by, any third party (or its potential sources of financing) that is seeking to make, or has madePerson in connection with, any Takeover Proposal; (ii) (A) except where the Company Board Alleghany Acquisition Proposal or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheetmemorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreementagreement or other agreement regarding, or other Contract relating that is intended to result in, or would reasonably be expected to lead to, any Takeover Alleghany Acquisition Proposal (each, an “Alleghany Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.

No Solicitation. (a) Except as permitted by Anadarko agrees that, during the term of this Section 6.15Agreement, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallit shall not, and each shall direct and cause their respective Subsidiaries and not authorize or permit any of its subsidiaries or any of its or its respective Subsidiaries’ subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectly, to solicit, initiate, encourage or knowingly take facilitate, or furnish or disclose non-public information in furtherance of, any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving Anadarko, or any acquisition of 15% or more of the capital stock (other than upon exercise of Anadarko Options that could are outstanding as of the date hereof) or 30% or more of the assets of Anadarko and its subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (an "ANADARKO COMPETING TRANSACTION"), or negotiate, explore or otherwise engage in discussions with any person (other than UPR, Subcorp or their respective directors, officers, employees, agents and representatives) with respect to any Anadarko Competing Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; PROVIDED that, at any time prior to the approval of the Share Issuance by the Anadarko Stockholders, Anadarko may furnish information to, and engage in discussions with, any party who delivers a written proposal for an Anadarko Competing Transaction which was not solicited or encouraged after the date of this Agreement in violation of this Agreement if and so long as the Board of Directors of Anadarko determines in good faith by resolution duly adopted after consultation with its outside counsel (who may be its regularly engaged outside counsel) that the failure to take such action would reasonably be expected to lead constitute a breach of its fiduciary duties under Applicable Law and determines that such a proposal is, after consulting with the Anadarko Financial Advisor, more favorable to Anadarko Stockholders from a financial point of view than the transactions contemplated by this Agreement (including any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating adjustment to the Company or the Parent or any of their respective Subsidiaries toterms and conditions proposed by UPR in response to such Anadarko Competing Transaction) (an "ANADARKO SUPERIOR PROPOSAL"); PROVIDED, afford access FURTHER, that prior to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries furnishing information to, or knowingly assist, participate in, facilitate, or encourage any effort byengaging in discussions with, any third party pursuant to the foregoing proviso, Anadarko shall have received an executed agreement from such party in the same form as the Confidentiality Agreement (other than Section 8 thereof which shall be waived for UPR under the Confidentiality Agreement upon the execution of such agreement). Anadarko will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for an Anadarko Competing Transaction and request the return of all confidential information regarding Anadarko provided to any such parties prior to the date hereof pursuant to the terms of any confidentiality agreements or its potential sources otherwise. In the event that prior to the approval of financing) the Share Issuance by the Anadarko Stockholders, the Board of Directors of Anadarko receives an Anadarko Superior Proposal that is seeking to makewas not solicited or encouraged after the date of this Agreement in violation of this Agreement, or has made, any Takeover Proposal; (ii) (A) except where and the Company Board or the Parent Board, as applicable, makes a of Directors of Anadarko determines in good faith determination, by resolution duly adopted after consultation with its financial advisors and outside legal counsel (who may be its regularly engaged outside counsel, ) that the failure to do so take such action would cause it reasonably be expected to be in constitute a breach of its fiduciary dutiesduties under Applicable Law, amend the Board of Directors of Anadarko may (subject to this and the following sentences) withdraw, modify or grant any waiver or release change, in a manner adverse to UPR, the Anadarko Board Recommendation and/or comply with Rule 14e-2 promulgated under any standstill or similar agreement the Exchange Act with respect to any class an Anadarko Competing Transaction, PROVIDED that it gives UPR three business days' prior written notice of equity securities its intention to do so (PROVIDED that the foregoing shall in no way limit or otherwise affect UPR's right to terminate this Agreement pursuant to Section 7.4(b)). Any such withdrawal, modification or change of the Company Anadarko Board Recommendation shall not change the approval of the Board of Directors of Anadarko for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, including the Merger or the ParentAnadarko Stock Option Agreement or change the obligation of Anadarko to present the Share Issuance for approval at a duly called Anadarko Stockholders Meeting on the earliest practicable date determined in consultation with UPR. From and after the execution of this Agreement, as applicableAnadarko shall promptly (but in any event within one calendar day) advise UPR in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to an Anadarko Competing Transaction (including the specific terms thereof and the identity of the other party or parties involved) and promptly furnish to UPR a copy of any of their respective Subsidiaries, such written proposal in addition to any information provided to or (B) approve any transaction under, or by any third party becoming an “interested stockholder” under relating thereto. In addition, Anadarko shall promptly (but in any event within one calendar day) advise UPR, in writing, if the NRS; or (iii) enter into Board of Directors of Anadarko shall make any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating determination as to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting Anadarko Competing Transaction as contemplated by the foregoing, it is understood that any violation of or proviso to the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach first sentence of this Section 6.15 by the applicable party5.2(d).

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof of this Agreement until the earlier of the Closing Effective Time or the termination of this Agreement in accordance with Section 7.1, TEAM and the Termination Date, neither the Company, on the one handVsource and their subsidiaries will not, nor the Parent, on the other hand, shall, and each shall direct and cause will they authorize or permit any of their respective Subsidiaries and its or its respective Subsidiaries’ officers, directors, officersaffiliates or employees or any investment bank, employees, investment bankers, attorneys, accountants, consultants, attorney or other agents advisor or advisors representative (with respect to any Person, the foregoing Persons are referred to herein as such Person’s collectively “Representatives”) not retained by any of them to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or knowingly induce the making, submission or announcement of any proposals that constitute, or could reasonably be expected to result in, a proposal or offer for a merger, consolidation, share exchange, business combination, sale of substantial assets, sale of shares of capital stock (including without limitation pursuant to a tender offer) or similar transaction or series of transactions involving TEAM or Vsource, respectively, other than the transactions contemplated by this Agreement (any of the foregoing proposals being referred to in this Agreement as an “Acquisition Proposal”), (ii) 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 or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to to, any Takeover Acquisition Proposal, or, subject to Section 6.15(b): (iiii) conduct or engage in discussions with any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement person with respect to any class Acquisition Proposal, except as to the existence of equity securities of the Company these provisions, (iv) approve, endorse or the Parent, as applicable, or recommend any of their respective SubsidiariesAcquisition Proposal, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iiiv) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, intent or any other Contract contemplating or otherwise relating to any Takeover Proposal (eachAcquisition Proposal; provided, an “Acquisition Agreement”). Without limiting the foregoinghowever, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth nothing in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, Agreement shall be deemed to be a breach of this Section 6.15 by the applicable party.prevent TEAM or

No Solicitation. (a) Except as permitted by this Section 6.15, from Neither the date hereof until the earlier Company nor any of the Closing and the Termination Date, neither the Company, on the one handCompany Subsidiar ies shall, nor the Parent, on the other hand, shall, and each shall direct and cause it or any of Company Subsidiaries authorize or permit any of their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, attorneys or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectlyindirectly to, (i) solicit, initiate, encourage (including by way of furnishing information or knowingly assistance) or take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiry or the making of any proposal that which constitutes, or may reasonably be expected to lead to, any acquisition or purchase of a substantial amount of assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recap italization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to lead impede, interfere with, prevent or materially delay the Merger (collectively, "TRANSACTION PROPOSALS") or agree to or endorse any Takeover ProposalTransac tion Proposal or (ii) propose, or, subject to Section 6.15(b): (i) conduct enter into or engage participate in any discussions or negotiations regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, disclose or assist or participate in, facilitate or encourage, any non-public information relating effort or attempt by any other Person to do or seek any of the forego ing; provided, however, that the foregoing clauses (i) and (ii) shall not prohibit the Company from, prior to the Company Stockholders Meeting (A) furnishing information pursuant to an appropriate confidentiality letter concerning the Company and its businesses, properties or assets to a third party which has made an unsolicited Qualified Transaction Proposal (as defined below), (B) engaging in discussions or negotiations with such a third party which has made an unsolicited Qualified Transac tion Proposal or (C) following receipt of an unsolicited Qualified Transaction Proposal, taking and disclosing to its shareholders a position with respect to such Qualified Transaction Proposal, but in each case referred to in the Parent or any foregoing clauses (A) through (C) only after the Board of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records Directors of the Company or the Parent or any concludes in good faith, following receipt of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking a written opinion addressed to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.from outside

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until the earlier of through the Closing and the Termination --------------- Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany shall and shall cause each Subsidiary and its Subsidiaries' officers and directors to, and each of the foregoing shall direct and cause their respective Subsidiaries and its agents, representatives, advisors or its respective Subsidiaries’ directorssubsidiaries, officers, employees, investment bankers, attorneys, accountants, consultants, to cease any discussions or negotiations with any parties (other agents or advisors (than the Purchaser) that may be ongoing with respect to (A) any Personacquisition or purchase of assets of the Company and its Subsidiaries other than in the ordinary course of business consistent with past practice, (B) the purchase of any equity security of the Company or any Subsidiary (including a self tender offer) or any security that is convertible, exchangeable or exercisable for any equity security, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Subsidiary (other than a Permitted Acquisition), or (D) any other transaction the consummation of which would, or could reasonably be expected to, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement or which would, or could reasonably be expected to, materially dilute the benefits to the Purchaser of the transactions contemplated hereby (each of the foregoing Persons are referred items set forth in (A) through (D), an "Alternative Transaction"). From the date hereof through the Closing Date, ----------------------- the Company shall not, shall cause each Affiliate not to herein as and shall not authorize or permit any of its or any such Person’s “Representatives”) not 's officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative representing any such Person to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), or knowingly take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to may lead to any Takeover Proposal, or, subject to Section 6.15(b): an Alternative Transaction or (iii) conduct or engage participate in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, with any third party (or its potential sources of financing) that is seeking to make, or has made, regarding any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyproposed Alternative Transaction.

No Solicitation. (a) Except as permitted by this Section 6.15, from During the period beginning on the date hereof of this Agreement and continuing until the earlier of the Closing Effective Time and the termination of this Agreement in accordance with Section 9.1, the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall instruct and cause its and its Subsidiaries’ other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person that would otherwise be prohibited by this Section 7.7(a). Promptly following the execution of this Agreement, the Company shall deliver a written notice to each such Person (if any) to the effect that, subject to the provisions of this Section 7.7, the Company is ending all discussions and negotiations with such Person with respect to any Alternative Proposal, effective on and from date of this Agreement, and the notice shall also request such Person (if any) to promptly return or destroy all confidential information concerning the Company and/or its Subsidiaries. Subject to the provisions of this Section 7.7, during the period commencing on the date of this Agreement and continuing until the earlier to occur of the Effective Time and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany and its Subsidiaries shall not, and each shall direct cause its and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) Representatives not to, directly or indirectly, solicit(i) conduct, initiatesolicit (including by way of furnishing non-public information), initiate or knowingly encourage or facilitate any inquiry with respect to, or knowingly take any action to facilitate the making, submission or encourage the submission of any Takeover Proposal or the making of announcement of, any proposal or offer that could constitutes, or is reasonably be expected to lead to, an Alternative Proposal, (ii) furnish to any Takeover Proposal, or, subject to Section 6.15(b): Person (iother than Parent or Merger Sub or their respective designees) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company and/or its Subsidiaries, or the Parent or afford to any of their respective Subsidiaries to, afford Person access to the business, properties, assets, books, records or records other non-public information, or to any personnel, of the Company and/or its Subsidiaries (other than Parent or Merger Sub or their respective designees), in any such case relating to an Alternative Proposal or any inquiries or the Parent making of any proposal that could lead to an Alternative Proposal, (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding any Alternative Proposal with any Person, except to notify such Person as to the existence and content of their respective Subsidiaries tothe provisions of this Section 7.7, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingiv) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver waiver, amendment or release under any standstill or similar confidentiality agreement with respect (except for any portion of any such standstill or confidentiality agreement that restricts the ability of a Person to any class of equity securities of the communicate an Alternative Proposal to Company or the Parent, as applicableBoard), or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyanti-takeover laws.

No Solicitation. (a) Except as permitted by this Section 6.15The Company, from the date hereof until the earlier its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the Closing assets of, or any equity interest in, the Company or any of its subsidiaries or any business combination with the Company or any of its subsidiaries. Notwithstanding the immediately preceding sentence, the Company shall be permitted to engage in discussions regarding the DataCard Warrants and Options issued under the Termination DateStock Plans with the individual holders of such DataCard Warrants or Options, neither which discussions shall be solely (i) in response to any exercise thereof in accordance with the Companyterms of the DataCard Warrants or Options, on as the one hand, nor the Parent, on the other hand, shallcase may be, and each (ii) for the limited purpose of effecting the exercise thereof in accordance with the terms of the DataCard Warrants or Options, as the case may be. The Company agrees that, prior to the Effective Time, it shall direct not, and cause their respective Subsidiaries and shall not authorize or permit any of its subsidiaries or any of its or its respective Subsidiaries’ subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectly, to solicit, initiate, encourage or knowingly take facilitate, or furnish or disclose non-public information in furtherance of, any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of merger, liquidation, recapitalization, consolidation or other business combination involving the Company or the Parent, as applicable, any of its subsidiaries or acquisition of any capital stock or any material portion of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative assets of the Company or its Subsidiaries, on the one handsubsidiaries, or any combination of the foregoing (an "Acquisition Transaction"), or negotiate, ----------------------- explore or otherwise engage in discussions with any person (other than Merger Sub, Parent or its Subsidiariestheir respective directors, on officers, employees, agents and representatives) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other hand, whether or not such Representative is purporting Transactions contemplated by this Agreement; provided that prior to act on behalf the receipt of the applicable Stockholder Approval, the Company may furnish information, pursuant to a customary confidentiality agreement, to, and negotiate or otherwise engage in discussions with, any party or any who delivers a bona fide written proposal for an Acquisition Transaction for which all necessary financing is then in the judgment of its Subsidiariesthe Board readily obtainable, shall be deemed if the Board determines in good faith by a vote of a majority of the members of the full Board that failing to be take such action would constitute a breach of the fiduciary duties of the Board (after consultation and receipt of advice from its outside legal counsel to such effect) and such a proposal is, in the written opinion of the Financial Advisor, more favorable to the Company's Stockholders from a financial point of view than the Transactions contemplated by this Section 6.15 Agreement as the same has been proposed to be amended by the applicable party.Parent pursuant to Section

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof and until the earlier of the Closing and Effective Time, or the Termination Datetermination of this Agreement pursuant to Section 8.1 hereof, neither the Company shall not (nor shall the Company permit, as applicable, any of the Company's officers, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankerscontract workers, attorneysshareholders, accountantsagents, consultantsrepresentatives or affiliates to), directly or indirectly take any of the following actions with any party other than Parent and its designees: (a) solicit, knowingly encourage, initiate or participate in any inquiry, negotiations or discussions, or other agents or advisors (enter into any agreement, with respect to any Personoffer or proposal to acquire all or any material part of the Company's business, properties or technologies, or any material amount of the foregoing Persons are referred Company Common or Preferred Stock (whether or not outstanding), whether by merger, purchase of assets, tender offer, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to herein as any person concerning the Company's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such Person’s “Representatives”access, (c) not toassist or cooperate with any person to make any proposal to purchase all or any material part of the Company Common or Preferred Stock or assets of the Company, other than in the ordinary course of business, or (d) enter into any agreement with any person providing for the acquisition of the Company, whether by merger, purchase of assets, license, tender offer or otherwise. In the event that the Company or any of the Company's affiliates shall receive, prior to the Effective Time or the termination of this Agreement, any offer, proposal, or request, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company type referenced in clause (a) or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingc) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicableabove, or any request for disclosure or access pursuant to clause (b) above, the Company shall immediately notify Parent thereof, including information as to the identity of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of offeror or the taking party making any such offer or proposal and the specific terms of actions inconsistent with such offer or proposal, as the restrictions set forth case may be, and such other information related thereto as Parent may reasonably request. The parties hereto agree that irreparable damage would occur in this Section 6.15 by any Representative of the Company or its Subsidiaries, on event that the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach provisions of this Section 6.15 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the applicable partyparties hereto that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent may be entitled at law or in equity.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until of this Agreement and ending on the earlier of the Closing and the Termination Datevalid termination of this Agreement in accordance with Section 9.01, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany shall not, and each shall cause the Company Subsidiaries not to and shall direct its and cause their respective Subsidiaries and Representatives acting on its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) their behalf not to, directly or indirectly, (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in continue any discussions or negotiations with, disclose or knowingly encourage any non-public inquiries or proposals by, or participate in any negotiations with, or provide any information relating to to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (x) sale of 15% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole, (y) sale of 15% or more of the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records outstanding capital stock of the Company or one or more Company Subsidiaries holding assets constituting, individually or in the Parent aggregate, 15% or any more of their respective Subsidiaries tothe consolidated assets of the Company and the Company Subsidiaries, taken as a whole, or knowingly assist(z) merger, participate inconsolidation, facilitateliquidation, dissolution or encourage any effort bysimilar transaction involving the Company or one or more of the Company Subsidiaries holding assets constituting, any third party individually or in the aggregate, 15% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole, in each case, other than with SPAC and its Representatives (or its potential sources of financing) that is seeking to makean “Alternative Transaction”), or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiariesthe Company Subsidiaries in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, agreement or other Contract written arrangement relating to any Takeover Proposal Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (eachv) commence, an “Acquisition Agreement”). Without limiting the foregoingcontinue or renew any due diligence investigation regarding any Alternative Transaction, it is understood that or (vi) resolve or agree to do any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. The Company shall, and shall cause the Company Subsidiaries to and shall direct its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each special purpose acquisition corporation that has prior to the date hereof executed a confidentiality agreement in connection with its Subsidiaries, on the one hand, consideration of an Alternative Transaction to return or the Parent destroy all confidential information furnished to such person by or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed Company prior to be a breach of this Section 6.15 by the applicable partydate hereof.

No Solicitation. Neither the Company nor any of its subsidiaries shall, nor shall the Company or any of its subsid- iaries authorize or permit any of its or their officers, direc- tors, agents, representatives, advisors or subsidiaries to, (a) Except as permitted solicit, initiate or encourage (including by this Section 6.15, from the date hereof until the earlier way of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultantsfurnishing information), or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any other action to facilitate the submis- sion of inquiries, proposals or encourage the submission of offers from any Takeover Proposal or the making of any proposal that could reasonably be expected to lead person relating to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct acquisition or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any purchase of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records a substantial amount of assets of the Company or the Parent or any of their respective Subsidiaries to, its subsidiaries (other than in the ordinary course of business) or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach over 20% of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Parent, as applicableCompany or any of its subsidiaries, or any merger, consolidation, business combination, sale of their respective Subsidiariessubstantially all assets, recapi- talization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement, or any other trans- action the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or could reasonably be expected to materially dilute the benefits to Parent of the transactions contemplated hereby (collectively, "Transaction Proposals") or agree to or endorse any Transaction Proposal, or (Bb) approve enter into or participate in any transaction underdiscussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, however, that the foregoing shall not prohibit the Company from (i) furnishing information concerning the Company and its busi- nesses, properties or assets pursuant to an appropriate confiden- tiality agreement substantially similar to the Confidentiality Agreement dated October 4, 1996 between the Company and Parent to a third party becoming who has made an “interested stockholder” under the NRS; unsolicited Transaction Proposal, (ii) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, (iii) enter into following receipt of an unsolicited Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders, and/or (iv) following receipt of an unsolicited Transaction Proposal, failing to make or withdrawing or modifying its recommendation referred to in Section 3.1(p), but in each case referred to in the foregoing clauses (i) through (iv) only if and to the extent that the Board of Directors of the Company shall have concluded in good faith, after consulting with and considering the advice of outside counsel, that such action is required by the Board of Directors of the Company in the exercise of its fiduciary duties to the stockholders of the Company; provided, further, that the Board of Directors of the Company shall not take any agreement of the foregoing actions referred to in principleclauses (i) through (iv) until after giving at least one business day's advance notice to Parent with respect to the actions specified in the foregoing clauses (i) through (iv) that it shall take. In addition, letter if the Board of intentDirectors of the Company receives a Transaction Proposal, term sheetthen the Company shall promptly inform Parent in writing of the material terms of such proposal and the identity of the person (or group) making it. The Company will immediately cease and cause to be terminated any existing activities, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, discussions or other Contract relating negotiations with any parties conduct- ed heretofore with respect to any Takeover Proposal (each, an “Acquisition Agreement”)of the foregoing. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative director or executive officer of the Company or any of its Subsidiariessubsidiaries or by any investment banker, on the one handfinancial adviser, attorney, accountant, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf representative of the applicable party Company or any of its Subsidiaries, subsidiaries shall be deemed to be a breach of this Section 6.15 by the applicable partyCompany.

No Solicitation. (ai) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallThe Company shall not, and each shall direct and cause their respective Subsidiaries and not permit any of its or its respective Subsidiaries’ officers, directors, officersemployees, employeesaffiliates, agents, investment bankers, attorneys, accountants, consultants, other advisors or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not representatives to, directly or indirectly, solicit, initiate, or knowingly (A) take any action to facilitate solicit, initiate or encourage the submission (including by way of furnishing or disclosing non-public information) any Takeover Proposal inquiries or the making of any offer or proposal that could reasonably be expected by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company, or any proposal or offer to lead acquire in any manner, directly or indirectly, an equity interest in, or a portion of the assets of, the Company, other than pursuant to any Takeover the transactions contemplated by this Agreement (each such offer or proposal, an "Acquisition Proposal"), or, subject to Section 6.15(b): or (iB) conduct or engage participate in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, with or encourage any effort byor attempt by any Person (other than the Parent, the Buyer and their respective representatives) or take any third party (or its potential sources of financing) that is seeking other action to makefacilitate an Acquisition Proposal, or has made, (C) enter into any Takeover Proposal; (ii) (A) except where the Company Board Contract or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement understanding with respect to any class of equity securities Acquisition Proposal or which would require it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated hereby by the shareholders of the Company; provided, however, that the Company may, to the extent required by the fiduciary obligations of the Company's Board of Directors, as determined in good faith by it based on the advice of outside counsel, in response to any such Acquisition Proposal that was not solicited by the Company and that did not otherwise result from a breach or a deemed breach of this Section 6.1(c), and subject to compliance with Section 6.1(c)(iii), (x) furnish information with respect to the Company to the Person making such proposal pursuant to a confidentiality agreement not less restrictive of the other party than the confidentiality agreement among the Parent, the Buyer and the Company dated August 30, 2007, as applicablethe same may be amended from time to time (the "Confidentiality Agreement"), or any of their respective Subsidiaries, or and (By) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement participate in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”)negotiations regarding such proposal. Without limiting the foregoing, it is understood agreed that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 the preceding sentence by any Representative executive officer of the Company or its Subsidiariesany director, on investment banker, attorney or other advisor or representative of the one hand, or the Parent or its Subsidiaries, on the other handCompany, whether or not such Representative person is purporting to act on behalf of the applicable party Company or any of its Subsidiariesotherwise, shall be deemed to be a breach of this Section 6.15 6.1(c) by the applicable partyCompany.

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof of this Agreement, until the earlier of the Closing and Effective Time or the Termination Datetermination of this Agreement pursuant to Article VIII, neither the Company, on the one hand, nor the Parent, on the other hand, shallSeller shall not, and each Seller shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ officers, directors, officersshareholders, employees, investment bankersagents, attorneysrepresentatives and advisors not to: (a) solicit, accountants, consultantsinitiate or encourage (including by way of furnishing information), or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any other action to facilitate or encourage the submission of, any inquiry, proposal or offer from any Person relating to (i) any purchase, pledge or other acquisition of any Takeover Proposal material portion of the Business assets of Seller or the making of any proposal that of Seller’s capital stock or options of or for any such capital stock, options or equity interests, whether by any merger, consolidation, business combination, amalgamation, asset sale, stock issuance, recapitalization, tender offer, exchange offer, liquidation, dissolution, license or any other similar transaction (other than the transaction contemplated by this Agreement), or (ii) any other similar transaction, the consummation of which could reasonably be expected to lead impair, impede, interfere with, prevent or materially delay the transaction contemplated by this Agreement or could reasonably be expected to dilute the benefits to Buyer of the transactions contemplated by this Agreement (collectively, “Transaction Proposals”); (b) agree to or endorse any Takeover ProposalTransaction Proposal (whether such agreement or endorsement is oral, orin writing, subject to Section 6.15(b): absolute, revocable, contingent or conditional); or (ic) conduct enter into or engage participate in any discussions or negotiations regarding any Transaction Proposal, or furnish to any other Person any information with respect to Seller, the Purchased Assets or the Business in connection with any Transaction Proposal, or otherwise cooperate in any way with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitatefacilitate or encourage, or encourage any effort by, or attempt by any third party (other Person to submit or its potential sources otherwise act in furtherance of financing) that is seeking to make, or has made, any Takeover a Transaction Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting any of the foregoingforegoing provisions of this Section 5.06, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 5.06 by any Representative investment banker, financial advisor, attorney, accountant or other agent or representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, Seller shall be deemed to be a breach of this Section 6.15 by the applicable party.5.06

No Solicitation. (a) Except as permitted by this Subject to Section 6.155.3(b)-(e), from (i) the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, Company shall, and each shall cause its Subsidiaries to, and shall direct its and cause their respective Subsidiaries and its Representatives to, immediately cease any discussions or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (negotiations with any parties that may be ongoing with respect to any PersonAlternative Proposal and (ii) during the period beginning on the date hereof and continuing until the Effective Time or, if earlier, the foregoing Persons are referred to herein as such Person’s “Representatives”) termination of this Agreement in accordance with Article VII, the Company agrees that neither it nor any Subsidiary of the Company shall, and that it shall direct its and their respective Representatives not to, directly or indirectly, (A) solicit, initiateinitiate or knowingly facilitate or encourage any inquiry with respect to, or the making, submission or announcement of, any Alternative Proposal (as hereinafter defined), (B) participate in any negotiations regarding an Alternative Proposal with, or furnish any nonpublic information regarding an Alternative Proposal or access to its properties, books, records or personnel in connection therewith to, any person that has made or, to the Company’s knowledge, is considering making an Alternative Proposal, (C) engage in discussions regarding an Alternative Proposal with any person that has made or, to the Company’s knowledge, is considering making an Alternative Proposal, except to notify such person as to the existence of the provisions of this Section 5.3, (D) approve, endorse or recommend any Alternative Proposal, (E) enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal (except for confidentiality agreements permitted under Section 5.3(b)), (F) otherwise cooperate with, or assist or participate in, or knowingly take any action to facilitate or encourage any effort or attempt by any person (other than the submission of any Takeover Proposal ESOP, Merger Sub, Tribune Acquisition or the making of any proposal that could their Representatives) with respect to, or which would reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate result in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover an Alternative Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (BG) approve exempt any transaction underperson from the restrictions contained in any state takeover or similar laws, including Section 203 of the DGCL or any third party becoming an “interested stockholder” otherwise cause such restrictions not to apply. The Company shall promptly inform its Representatives, and shall cause its Subsidiaries promptly to inform their respective Representatives, of the obligations under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”this Section 5.3(a). Without limiting the foregoing, it is understood that any violation action of any Subsidiary of the Company or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, Subsidiaries that would be a violation if taken by the Company shall be deemed to be a breach of this Section 6.15 5.3 by the applicable partyCompany.

No Solicitation. (a) Except as permitted contemplated by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date5.13, neither Stockholder, the Company, on the one hand, Company nor the Parent, on the other hand, shall, and each shall direct and cause any of their respective Subsidiaries and its or its affiliates shall, nor shall Stockholder, the Company or any of their respective Subsidiaries’ Subsidiaries or affiliates authorize or permit any of their officers, managing directors, officersdirectors, employees, representatives or agents (including but not limited to any investment bankersbanker, attorneysfinancial advisor, accountantsattorney, consultants, accountant or other agents representative or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”agent) not to, directly or indirectly, (a) solicit, initiate, encourage (including by way of furnishing information or knowingly assistance), or take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiry or the making of any proposal that or offer (including any proposal or offer to any of its shareholders) (i) with respect to any acquisition or sale of all or any significant portion of the assets of, or any equity interest in (whether newly-issued equity interests or outstanding equity interests), the Company and its Subsidiaries, taken as a whole, or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of the Company's Subsidiaries or (ii) which could reasonably be expected to lead impede, frustrate, prevent, delay or nullify any of the transactions contemplated by this Agreement or to any Takeover Proposal, or, subject materially diminish the benefits to Section 6.15(b): Purchaser of the transactions contemplated by this Agreement or (ib) conduct enter into or engage participate in any discussions or negotiations withregarding any of the foregoing, disclose or in the furtherance of any non-public inquiries regarding any of the foregoing, or furnish to any other Person any information with respect to its business, properties or assets or any of the foregoing; provided, that the foregoing clauses (a) and (b) shall not prohibit the Company's Supervisory Board or Board of Management from (i) furnishing information concerning the Company and its business, properties or assets to a third party who has made a bona fide written transaction proposal, which is not subject to any material contingencies relating to financing, in response to a request for such information, pursuant to a confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, so long as neither such request for information nor such transaction proposal was solicited, initiated, encouraged or the Parent or any facilitated in violation of their respective Subsidiaries toclause (a) above, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) engaging in discussions or negotiations with such a third party who has made such a transaction proposal or (Aiii) except where following receipt of such a transaction proposal, taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a) under the Exchange Act or applicable Dutch Law or disclosing to its shareholders information required by Schedule 14D-9, in each case to the extent permitted by the last sentence of Section 1.8(a); provided, further, that any such action referred to in the foregoing clauses (i) and (ii) may be taken by the Company only if its Board of Management or the Parent Supervisory Board, as applicable, makes a shall have concluded in good faith determinationand on the basis of advice (x) from the Company's financial advisors, after consultation with its financial advisors that such transaction proposal involves consideration to the Company's shareholders that is superior to the Offer Consideration, and (y) from outside legal counselcounsel that failure to take such action would constitute a breach of the fiduciary duties of such Boards under Dutch Law; and provided, further, that the failure Company shall not take any of the foregoing 57 50 actions referred to do so would in clauses (i) through (iii) until after providing prior written notice to Purchaser. If the Company or Stockholder or the Board of Management or Supervisory Board of either such party receives an inquiry, proposal or offer relating to any of the foregoing, then the Company or Stockholder, as the case may be, shall orally (within one Business Day) and in writing (as promptly as practicable) inform Purchaser of the terms and conditions of such proposal and the identity of the Person making it. Each of the Company and Stockholder agrees that it will immediately cease and cause it to be in breach of its fiduciary dutiesterminated any existing activities, amend discussions or grant negotiations with any waiver or release under any standstill or similar agreement parties conducted heretofore with respect to any class of equity securities the foregoing. Each of the Company and Stockholder agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the Parent, as applicable, or any first sentence of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under this Section 5.5 of the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth obligations undertaken in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party5.5.

No Solicitation. (a) Except as permitted by this Section 6.15, from During the period beginning on the date hereof of this Agreement and continuing until the earlier of the Closing Offer Acceptance Time, the Effective Time and the termination of this Agreement in accordance with Section 10.1, the Company and its Subsidiaries and their respective officers and directors shall, and the Company shall instruct and cause its and its Subsidiaries' other Representatives to, cease and cause to be terminated any discussions or negotiations with any Person that would otherwise be prohibited by this Section 8.7(a). Promptly following the execution of this Agreement, the Company shall deliver a written notice to each such Person to the effect that, subject to the provisions of this Section 8.7, the Company is ending all discussions and negotiations with such Person with respect to any Alternative Proposal, effective on and from date of this Agreement, and the notice shall also request such Person to promptly return or destroy all confidential information concerning the Company and/or its Subsidiaries. Subject to the provisions of this Section 8.7, during the period commencing on the date of this Agreement and continuing until the earlier to occur of the Offer Acceptance Time, the Effective Time and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany and its Subsidiaries shall not, and each shall direct cause its and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) Representatives not to, directly or indirectly, solicit(i) solicit (including by way of furnishing non-public information), initiateinitiate or knowingly encourage or facilitate any inquiry with respect to, or knowingly take any action to facilitate the making, submission or encourage the submission of any Takeover Proposal or the making of announcement of, any proposal or offer that could constitutes, or is reasonably be expected to lead to, an Alternative Proposal, (ii) furnish to any Takeover Proposal, or, subject to Section 6.15(b): Person (iother than Parent or Merger Sub or their respective designees) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company and/or its Subsidiaries, or the Parent or afford to any of their respective Subsidiaries to, afford Person access to the business, properties, assets, books, records or records other non-public information, or to any personnel, of the Company and/or its Subsidiaries (other than Parent or Merger Sub or their respective designees), in any such case relating to an Alternative Proposal or any inquiries or the Parent making of any proposal that could lead to an Alternative Proposal, (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding any Alternative Proposal with any Person, except to notify such Person as to the existence and content of their respective Subsidiaries tothe provisions of this Section 8.7, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingiv) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver waiver, amendment or release under any standstill or similar confidentiality agreement with respect (except for any portion of any such standstill or confidentiality agreement that restricts the ability of a Person to any class of equity securities of the communicate an Alternative Proposal to Company or the Parent, as applicableBoard), or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyanti-takeover laws.

No Solicitation. (a) Except as permitted by this Section 6.15, from Neither the date hereof until the earlier Company nor any of the Closing Key Shareholders shall (and the Termination Date, neither Company shall cause the Company, on the one hand, nor the Parent, on the other hand, shall, ’s Representatives and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, ) solicit or knowingly take any action to facilitate or encourage the initiation or submission of interest, offers, inquiries or proposals (or consider or entertain any Takeover Proposal or of the making foregoing) from any Person (including, without limitation, by way of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose providing any non-public information relating concerning the Company, its business or assets to the Company any Person or the Parent otherwise), initiate or participate in any negotiations or discussions, or enter into, accept or authorize any agreement or agreement in principle, or announce any intention to do any of their respective Subsidiaries tothe foregoing, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class expression of equity securities interest, offer, proposal to acquire, purchase, license, or lease (i) all or a substantial portion of the business or assets of the Company or and its Subsidiaries’ (including, without limitation the Parent, as applicable, or any of their respective SubsidiariesCompany Intellectual Property Rights), or (Bii) approve any transaction under, the Company’s or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, its Subsidiaries’ capital stock or other Contract relating to securities, in each case whether by stock purchase, merger, consolidation, combination, reorganization, recapitalization, purchase of assets, tender offer, lease, license or otherwise (any Takeover Proposal (eachof the foregoing, an a “Acquisition AgreementCompeting Transaction”). Without limiting The Company and the foregoingKey Shareholders shall, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of and the Company shall cause its Representatives and Subsidiaries to, immediately discontinue any ongoing discussions or negotiations (other than any ongoing discussions with Parent) relating to a possible Competing Transaction, and shall promptly provide Parent with an oral and a written notice of any expression of interest, proposal or offer relating to a possible Competing Transaction that is received by the Company, its Subsidiaries, on the one hand, Key Shareholders or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf by any of the applicable party Company’s Representatives from any person, which notice shall contain the identity of such person or entity, the nature of the proposal proposed and the material terms of the proposal and include copies of any such notice, inquiry or proposal; provided that, in the event that disclosure to Parent of its Subsidiaries, shall be deemed to be such information regarding a Competing Transaction causes a breach of a nondisclosure agreement to which the Company is a party with the Person making the notice inquiry or proposal and which was entered into prior to April 11, 2006, such breach shall be disregarded for the purposes of Sections 7.1 and 7.2 hereof. The Company represents and warrants to Parent that (i) this Section 6.15 by 6.4 does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which the applicable partyCompany, the Key Shareholders, the Company’s Subsidiaries or the Company’s officers, employees, stockholders or agents are currently bound, and (ii) no breach or violation of the Letter of Intent has occurred and no such breach or violation is continuing.

No Solicitation. (a) Except as permitted by Notwithstanding any other provision of this Section 6.15Agreement to the contrary, from during the date hereof period commencing with the execution and delivery of this Agreement and continuing until 12:01 a.m. (Eastern time) on July 16, 2007 (the earlier of “No Shop Period Start Date”), the Closing Company and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, its Subsidiaries and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ affiliates, directors, officers, employees, investment bankers, attorneys, accountants, consultants, or advisors, agents and other agents or advisors representatives (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, shall have the right (acting under the direction of the Special Committee) to directly or indirectly, indirectly (i) solicit, initiateinitiate and/or, or knowingly take any action to facilitate propose, induce or encourage the making, submission or announcement of any Takeover Proposal one or the making of any proposal that could reasonably be expected to lead more Acquisition Proposals from one or more Persons, including by furnishing to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose Person any non-public information relating to the Company or the Parent or any of their respective its Subsidiaries to, afford or by affording to any Person access to the business, properties, assets, books, records or records other non-public information, or to the personnel, of the Company or the Parent or any of their respective its Subsidiaries topursuant to an Acceptable Confidentiality Agreement; provided, or knowingly assisthowever, participate in, facilitate, or encourage that the Company shall provide to Newco any effort by, any third party (non-public information concerning the Company or its potential sources of financing) Subsidiaries that is seeking provided to makeany Person which was not previously provided to Newco, or has madeand afford to Newco the same access to the business, any Takeover Proposal; properties, assets, books, records and other non-public information, and to the personnel, of the Company and its Subsidiaries as provided to such Person, (ii) continue, enter into, participate in and/or engage in any discussions or negotiations with one or more Persons with respect to one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal, or otherwise encourage, facilitate or assist an Acquisition Proposal or any inquiries, proposals or offers that could lead to an Acquisition Proposal, and (iii) otherwise cooperate with, assist or take any action to facilitate one or more Acquisition Proposals or any other proposals that could lead to an Acquisition Proposal. Notwithstanding the foregoing, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the No Shop Period Start Date, the Company shall not (A) except where the Company Board approve, endorse or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiariesrecommend an Acquisition Transaction, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding or other Contract contemplating or otherwise relating to any Takeover an Acquisition Proposal (eachother than an Acceptable Confidentiality Agreement and, to the extent a Acquisition Proposal involves the issuance of securities to Company Stockholders, other than an “Acquisition Agreement”). Without limiting the foregoing, it is understood appropriate confidentiality agreement that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of allows the Company to receive and review confidential information with respect to the proposed issuer of any such securities) or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or breach its Subsidiariesobligations hereunder. Subject to the terms of Section 5.2(c), on the one hand, or No Shop Period Start Date the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, Company shall be deemed cease and cause to be a breach of this terminated any activities that are prohibited by Section 6.15 by the applicable party5.2(b).

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until Until the earlier of (i) the Closing and Effective Time, or (ii) the Termination Datedate of termination of this Agreement pursuant to the provisions of Section 8.1 hereof, neither the Company shall not (nor shall the Company permit any of the Company's officers, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankersshareholders, attorneysagents, accountants, consultants, representatives or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not affiliates to), directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) solicit, initiateencourage, initiate or participate in any inquiry, negotiations or discussions, or knowingly take enter into any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposalagreement, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities offer or proposal to acquire all or any part of the Company Company's business, properties or the Parent, as applicabletechnologies, or any of their respective Subsidiariesthe Company Capital Stock (whether or not outstanding), whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any person concerning the Company's business, technologies or properties, or afford to any person or entity access to its properties, technologies, books or records, not customarily afforded such access, (c) assist or cooperate with any person to make any proposal to purchase all or any part of the Company Capital Stock, or assets of the Company, other than inventory in the ordinary course of business, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iiid) enter into any agreement in principle, letter of intent, term sheet, with any person providing for the acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other handCompany, whether by merger, purchase of assets, tender offer or not such Representative is purporting to act on behalf of otherwise. In the applicable party event that the Company, any officer, employee, consultant, agent or director, or any of its Subsidiariesthe Company's affiliates shall receive, prior to the Effective Time or the termination of this Agreement, any offer, proposal, or request, directly or indirectly, of the type referenced in clause (a) or (c) above, or any request for disclosure or access pursuant to clause (b) above, the Company, shall be deemed immediately notify Parent thereof, including information as to be a breach the identity of the party making such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as Parent may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 6.15 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the applicable partyparties hereto that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent may be entitled at law or in equity.

No Solicitation. (a) Except as permitted set forth in the X-ceed SEC Filings or with respect to the possible acquisition of Mercury 7 by this Section 6.15X-ceed, from the date hereof until the earlier of September 3, 1998, or the Closing date of termination of this Agreement, Zabit and the Termination Date, X-ceed agree that neither the Company, on the one handshall, nor authorize or permit any Subsidiary or any of its Subsidiaries' officers, directors, agents, representatives or affiliates to, directly or indirectly, take any of the Parent, on following actions with any party other than the other hand, shall, and each shall direct and cause their respective Subsidiaries party to this Agreement and its designees: solicit, initiate, facilitate or encourage (including by way of furnishing or disclosing non-public information) any inquiries or the making of any proposal with respect to any merger, consolidation or other business combination involving Zabit or X-ceed or any of its respective Subsidiaries or acquisition of any kind of material portion of the capital stock or assets of Zabit or X-ceed or any of its Subsidiaries’ . Zabit and X-ceed further agree that neither they nor any of its directors, officers, employees, investment bankersagents and representatives (including, attorneyswithout limitation, accountantsany financial advisor, consultantsattorney or accountant) will, nor authorize or other agents permit any Subsidiary or advisors (with respect to any Personof its Subsidiaries' officers, the foregoing Persons are referred to herein as such Person’s “Representatives”) not directors, agents, representatives or affiliates to, initiate, solicit or encourage, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making or implementation of any proposal or offer with respect to (i) a merger, acquisition, consolidation, recapitalization, liquidation, asset sale or similar acquisition involving the purchase, sale or other disposition of all or any significant portion of the assets of Zabit or X-ceed or any of its Subsidiaries, (ii) the issuance, sale or other transfer of any of the shares of the capital stock of Zabit or X-ceed or any of its Subsidiaries (or any securities convertible into or exchangeable or exercisable for such capital stock), or (iii) any agreement, arrangement, contract, license or understanding that could reasonably be expected to lead to any Takeover Proposalobstruct or delay the transactions contemplated herein (an "Acquisition Transaction") or negotiate, or, subject to Section 6.15(b): (i) conduct explore or engage otherwise communicate in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, way with any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company Acquisition Transaction or the Parententer into any agreement, as applicablearrangement or understanding with respect to an Acquisition Transaction or requiring it to abandon, terminate, or fail to consummate the Merger or any of their respective Subsidiariesother transactions contemplated by this Agreement, or (B) approve make or authorize any transaction understatement, recommendation or solicitation in support of any Acquisition Transaction with any third party becoming an “interested stockholder” under other than X-ceed and its Subsidiaries or Zabit. Zabit and X-ceed agree to notify each other immediately if any such inquiries or proposals regarding any such alternative proposal are received. If the NRS; or (iii) enter into any agreement parties cannot in principlegood faith negotiate mutually agreeable definitive documentation before September 3, letter of intent1998, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, then Zabit and X-ceed shall be deemed permitted to be a breach of this Section 6.15 by the applicable party.commence negotiations with other potential purchasers. ^ ^

No Solicitation. Between the date hereof and the Anticipated Closing Date, none of the Sellers, the Company nor any of their respective Representatives shall directly or indirectly (including by way of providing information regarding the Company, any of its Subsidiaries or their respective businesses to any person or providing access to any person) (a) Except as permitted by this Section 6.15solicit any offer, from the date hereof until the earlier of the Closing and the Termination Dateproposal or inquiry (oral, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its written or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultantselectronic), or other agents encourage or advisors facilitate the solicitation of any offer, proposal or inquiry (with respect oral, written or electronic) relating to any Personpotential Competing Transaction; (b) participate in, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct continue or engage in any discussions discussion or negotiations withnegotiation relating to, disclose furnish any non-public information relating to concerning the Company, any of its Subsidiaries or any property of the Company or any of its Subsidiaries with respect to, afford access to any of its or their properties or business records in connection with, or facilitate in any other manner any effort or attempt by any person other than Buyer to make or seek any potential Competing Transaction; or (c) enter into any agreement, arrangement or understanding (oral, written or electronic) relating to any potential Competing Transaction. The Company shall promptly notify Buyer if any such offer or inquiry is received prior to the Parent Anticipated Closing Date by, any such information is requested prior to the Anticipated Closing Date from or any such negotiation or discussion is sought to be initiated or continued prior to the Anticipated Closing Date with the Company, any of its Subsidiaries or any of their respective Subsidiaries toRepresentatives, afford access including the nature and terms of any of the foregoing, the identity of the parties involved and any modification to the businessnature or terms relating to any potential Competing Transaction. As used herein, properties“Competing Transaction” means a transaction (i) similar to the transactions contemplated hereby, or (ii) that could be inconsistent with, or that could otherwise preclude, the transactions contemplated hereby, including any (A) merger, consolidation, business combination, recapitalization, restructuring, sale or purchase of assets, bookssecurities or debt instruments, dissolution, liquidation or records other similar transaction of or involving the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any other acquisition or equity investment transaction under, involving or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract otherwise relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, involving any other person other than Buyer or any of its Affiliates, including the formation of a partnership or joint venture with or for the Company or its Subsidiaries. Each Seller and the Company shall, and shall cause its Affiliates to, advise their applicable officers, directors, managers, equityholders and employees of the existence of the foregoing covenants, and each Seller and the Company shall, and shall cause its Affiliates to respond to any inquiry received by their respective Representatives regarding any Competing Transaction prior to the Anticipated Closing Date by (x) stating that the Company and its Affiliates are subject to the foregoing covenants and (y) solely with respect to and communication received prior to the Anticipated Closing Date, promptly informing Buyer of the inquiring party and the nature of the inquiry. Notwithstanding anything herein to the contrary, if either Seller or the Company, has breached or otherwise failed to perform in any material respect its obligations under this Agreement in any manner that was the principal cause of the failure of the Closing to have occurred on or before the Anticipated Closing Date, then each reference to the “Anticipated Closing Date” in this Section 6.10 shall be deemed to be a breach of this Section 6.15 by instead refer to the applicable party“Seller Termination Date”.

No Solicitation. (a) Except as permitted by this Section 6.15The Company, from the date hereof until the earlier its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the Closing assets of, or any equity interest in, the Company or any of its subsidiaries or any business combination with the Company or any of its subsidiaries. Notwithstanding the immediately preceding sentence, the Company shall be permitted to engage in discussions regarding the DataCard Warrants and Options issued under the Termination DateStock Plans with the individual holders of such DataCard Warrants or Options, neither which discussions shall be solely (i) in response to any exercise thereof in accordance with the Companyterms of the DataCard Warrants or Options, on as the one hand, nor the Parent, on the other hand, shallcase may be, and each (ii) for the limited purpose of effecting the exercise thereof in accordance with the terms of the DataCard Warrants or Options, as the case may be. The Company agrees that, prior to the Effective Time, it shall direct not, and cause their respective Subsidiaries and shall not authorize or permit any of its subsidiaries or any of its or its respective Subsidiaries’ subsidiaries' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectly, to solicit, initiate, encourage or knowingly take facilitate, or furnish or disclose non-public information in furtherance of, any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of merger, liquidation, recapitalization, consolidation or other business combination involving the Company or the Parent, as applicable, any of its subsidiaries or acquisition of any capital stock or any material portion of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative assets of the Company or its Subsidiaries, on the one handsubsidiaries, or any combination of the foregoing (an "Acquisition Transaction"), or negotiate, ----------------------- explore or otherwise engage in discussions with any person (other than Merger Sub, Parent or its Subsidiariestheir respective directors, on officers, employees, agents and representatives) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other hand, whether or not such Representative is purporting Transactions contemplated by this Agreement; provided that prior to act on behalf the receipt of the applicable Stockholder Approval, the Company may furnish information, pursuant to a customary confidentiality agreement, to, and negotiate or otherwise engage in discussions with, any party or any who delivers a bona fide written proposal for an Acquisition Transaction for which all necessary financing is then in the judgment of its Subsidiariesthe Board readily obtainable, shall be deemed if the Board determines in good faith by a vote of a majority of the members of the full Board that failing to be take such action would constitute a breach of the fiduciary duties of the Board (after consultation and receipt of advice from its outside legal counsel to such effect) and such a proposal is, in the written opinion of the Financial Advisor, more favorable to the Company's Stockholders from a financial point of view than the Transactions contemplated by this Agreement as the same has been proposed to be amended by Parent pursuant to Section 6.15 by 5.9(b) (such bona fide written proposal, a "Superior Proposal"). ----------------- Nothing herein shall prevent or prohibit, or be construed to prevent or prohibit, the applicable partyCompany from complying with Rule 14e-2 of the Exchange Act.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof of this Agreement until the earlier to occur of the Closing and or such earlier time as this Agreement is terminated in accordance with Article VIII none of the Termination Date, neither the Company, on the one handCompany or any of its Subsidiaries shall take, nor shall any of the Parent, on the other hand, shall, and each shall direct and cause Company or any of its Subsidiaries permit any of their respective Subsidiaries and its Representatives to take (directly or its respective Subsidiaries’ directorsindirectly), officersany of the following actions with any Person other than Parent: (i) solicit, employeesentertain, investment bankersinitiate, attorneys, accountants, consultantsfacilitate or knowingly encourage any proposal or offer from, or other agents participate or advisors (engage in or conduct any discussion or negotiations with, any Person relating to any inquiry, contact, offer or proposal, oral, written or otherwise, formal or informal, with respect to any Personpossible Competing Transaction for the Company or any of its Subsidiaries, the foregoing Persons are referred to herein as such Person’s “Representatives”(ii) not to, directly or indirectly, solicit, initiate, or knowingly take provide any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating with respect to the Company or any of its Subsidiaries to any Person other than Parent, relating to (or which the Parent Company or any of their respective its Subsidiaries reasonably believes would be used for the purpose of formulating) an offer or proposal with respect to, afford or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Transaction, (iii) approve or agree to or enter into an agreement with any Person other than Parent providing for a Competing Transaction, (iv) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Transaction other than the Transactions or (v) authorize or permit the Company or any of its Subsidiaries’ Representatives to take any such action. The Company shall promptly notify Parent after receipt by the Company or any of its Subsidiaries of any proposal for, or inquiry respecting, any Competing Transaction, or any request for nonpublic information in connection with such proposal or inquiry or for access to the business, properties, assets, books, books or records of the Company or the Parent or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage by any effort by, any third party (or its potential sources of financing) person that is seeking to make, informs or has made, any Takeover Proposal; (ii) (A) except where informed the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, Subsidiaries that it is considering making or has made such a proposal or inquiry. Each of the Company and its Subsidiaries shall be deemed immediately cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to a breach of this Section 6.15 by the applicable partyCompeting Transaction.

No Solicitation. (a) Except Each Stockholder shall, and shall cause its controlled Affiliates to, and shall use reasonable best efforts to cause its and their respective Representatives to, immediately cease and terminate any and all solicitations, discussions or negotiations existing as permitted by this Section 6.15, from of the date hereof until the earlier of the Closing and the Termination Datebetween such Stockholder, neither the CompanyAffiliates or Representatives, on the one hand, nor and the ParentCompany and its Affiliates or Representatives or any third party (or its Representatives), on the other hand, shallin connection with or in response to an actual or potential Alternative Acquisition Proposal or any inquiry, proposal or indication of interest with respect thereto. During the Term, each Stockholder shall not, and each Stockholder shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) controlled Affiliates not to, directly or indirectlyand shall use its reasonable best efforts to cause its and their Representatives (it being understood that, solicitfor purposes hereof, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its SubsidiariesSubsidiaries shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, on her or its capacity as a stockholder of the one handCompany) not to (and shall not authorize or give permission to its and their respective Representatives to), directly or indirectly (a) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing material non-public information), or take any other action designed to lead to, the Parent submission by any Person of an Alternative Acquisition Proposal, (b) propose to enter into any merger or its Subsidiaries, on business combination involving the other hand, whether or not such Representative is purporting to act on behalf of the applicable party Company or any of its Subsidiariessubsidiaries or divisions, shall (c) (i) engage in, continue, knowingly facilitate, knowingly encourage or otherwise participate in any discussions or negotiations related to any Alternative Acquisition Proposal or provide any material non-public information to any Person in connection with, or related to, any Alternative Acquisition Proposal, or (ii) request or seek from the Company or any of its Subsidiaries any access to material non-public information, in each case, in connection with or in response to, or that would be deemed reasonably likely to be a breach lead to, an Alternative Acquisition Proposal or any inquiry, proposal or indication of this Section 6.15 by the applicable partyinterest with respect thereto, or (d) adopt or approve, or enter into any letter of intent, agreement in principle, memorandum of understanding, term sheet, merger agreement, acquisition agreement, option agreement or any other agreement or instrument providing for or relating to any Alternative Acquisition Proposal.

No Solicitation. The Company shall not (whether directly or indirectly through advisors, agents or other intermediaries), nor shall the Company authorize or permit any of its officers, directors, agents, representatives, advisors or subsidiaries to, (a) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, initiate or knowingly take any action knowingly to facilitate or encourage the submission of inquiries, proposals or offers from any Takeover Proposal person (other than Sub or the making of any proposal that could reasonably be expected Parent) relating to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct any acquisition or engage in purchase of any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records material assets of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources over 5% of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company, (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 5% or more of any class of equity securities of the Company, (iii) any merger, consolidation, business combination, sale of substantially all of the assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or other than the Parent, as applicable, or any of their respective Subsidiariestransactions contemplated by this Merger Agreement, or (Biv) approve any other transaction underthe consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, “Acquisition Proposals”), or agree to or endorse any third party becoming an “interested stockholder” under the NRS; Acquisition Proposal, or (iiib) enter into or participate in any agreement in principle, letter discussions or negotiations regarding any of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that or furnish to any violation other person any information with respect to its business, properties or assets in connection with any of the foregoing, or the taking of actions inconsistent with the restrictions set forth otherwise cooperate in this Section 6.15 any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any Representative other person (other than Sub or Parent) to do or seek any of the foregoing. The Company will immediately cease and cause its advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and shall use its Subsidiaries, on reasonable best efforts to cause any such parties in possession of confidential information about the one hand, Company that was furnished by or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable Company to return or destroy all such information in the possession of any such party or in the possession of any agent or advisor of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable any such party.

No Solicitation. (a) Except as permitted by Without limiting the Company’s other obligations under this Section 6.15Agreement, the Company agrees that, from the date hereof until the earlier Closing, neither it nor any of its Subsidiaries nor any of the Closing officers and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, directors of it or its Subsidiaries shall, and each that it shall direct and use its reasonable best efforts to cause their respective Subsidiaries its and its or its respective Subsidiaries’ directors, officers, employees, agents and representatives (including any investment bankersbanker, attorneys, accountants, consultants, attorney or other agents accountant retained by it or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”of *CONFIDENTIAL TREATMENT REQUESTED its Subsidiaries) not to, directly or indirectly, (a) initiate, solicit, initiate, encourage or knowingly take facilitate (including by way of furnishing information) any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries offer with respect to, or knowingly assista transaction to effect, participate ina merger, facilitatereorganization, or encourage any effort byshare exchange, any third party (or its potential sources of financing) that is seeking to makeconsolidation, or has madebusiness combination, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Boardrecapitalization, as applicableliquidation, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill dissolution or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, involving it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed or any purchase or sale of 15% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning or having the right to be acquire securities representing 15% or more of the Voting Securities (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a breach proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an “Acquisition Proposal”), (b) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or take action to facilitate any effort or attempt to make or implement an Acquisition Proposal, (c) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal (an “Acquisition Agreement”) or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that the provisions of this Section 6.15 5.2 (except for the last five (5) sentences of this Section 5.2) shall not apply to discussions with respect to a Permitted Equity Offering with the Persons listed on Schedule 5.2 of the Company Disclosure Letter; provided, further, however, the foregoing shall not prohibit the Company, (i) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer or (ii) from participating in negotiations or discussions with or furnishing information to any Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the applicable party.Board of Directors after the date hereof; provided, further, however, that prior to participating in any such discussions or negotiations or furnishing any information, (A) the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, a copy of which shall be provided only for informational purposes to the Purchaser and (B) the Board of Directors shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that such Acquisition Proposal is reasonably likely to be or to result in a Superior Acquisition Proposal (as defined below). If, prior to the Closing, the Board of Directors receives an Acquisition Proposal, the Company shall promptly (and in no event later than 24 hours after receipt of such Acquisition Proposal) inform the Purchaser in writing of the terms and conditions of such proposal and the identity of the Person making it, and will keep the Purchaser informed, on a current basis, of the status and terms of any such proposals or offers by any Person (whether written or oral). The Company will, and will cause its Affiliates to, immediately cease and cause to be terminated any activities, discussions or *CONFIDENTIAL TREATMENT REQUESTED

No Solicitation. Neither the Company nor any of its subsidiaries shall, nor shall the Company or any of its subsidiaries authorize or permit any of its or their officers, directors, agents, representatives, advisors or subsidiaries to, (a) Except as permitted solicit, initiate or encourage (including by this Section 6.15, from the date hereof until the earlier way of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultantsfurnishing information), or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any other action to facilitate or encourage the submission of inquiries, proposals or offers from any Takeover Proposal or the making of any proposal that could reasonably be expected to lead person relating to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct acquisition or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any purchase of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records a substantial amount of assets of the Company or the Parent or any of their respective Subsidiaries to, its subsidiaries (other than in the ordinary course of business) or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach over 20% of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its subsidiaries or any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Parent, as applicableCompany or any of its subsidiaries, or any merger, consolidation, business combination, sale of their respective Subsidiariessubstantially all assets, 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 the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or could reasonably be expected to materially dilute the benefits to Parent of the transactions contemplated hereby (collectively, "Transaction Proposals") or agree to or endorse any Transaction Proposal, or (Bb) approve enter into or participate in any transaction underdiscussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, however, that the foregoing shall not prohibit the Company from (i) furnishing information concerning the Company and its businesses, properties or assets pursuant to an appropriate and customary confidentiality agreement to a third party becoming who has made an “interested stockholder” under the NRS; unsolicited Transaction Proposal, (ii) engaging in discussions or negotiations with a third party who has made an unsolicited Transaction Proposal, (iii) enter into following receipt of an unsolicited Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders, and/or (iv) following receipt of an unsolicited Transaction Proposal, failing to make or withdrawing or modifying its recommendation referred to in Section 3.1(p), but in each case referred to in the foregoing clauses (i) through (iv) only if and to the extent that the Board of Directors of the Company shall have concluded in good faith, after consulting with and considering the advice of outside counsel, that such action is required by the Board of Directors of the Company in the exercise of its fiduciary duties to the stockholders of the Company; provided, further, that the Board of Directors of the Company shall not take any agreement of the foregoing actions referred to in principleclauses (i) through (iv) until after giving at least one business day's advance written notice to Parent with respect to the actions specified in the foregoing clauses (i) through (iv) that it shall take. In addition, letter if the Board of intentDirectors of the Company receives a Transaction Proposal, term sheetthen the Company shall promptly inform Parent in writing of the material terms of such proposal and the identity of the person (or group) making it. The Company will immediately cease and cause to be terminated any existing activities, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, discussions or other Contract relating negotiations with any parties conducted heretofore with respect to any Takeover Proposal (each, an “Acquisition Agreement”)of the foregoing. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative director or executive officer of the Company or any of its Subsidiariessubsidiaries or by any investment banker, on the one handfinancial adviser, attorney, accountant, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf representative of the applicable party Company or any of its Subsidiaries, subsidiaries shall be deemed to be a breach of this Section 6.15 by the applicable partyCompany.

No Solicitation. (a) Except as permitted by this Section 6.15Neither the Company nor any of its Subsidiaries shall (whether directly or indirectly through advisors, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one handagents or other intermediaries), nor shall the Parent, on the other hand, shall, and each shall direct and cause their respective Company or any of its Subsidiaries and authorize or permit any of its or its respective Subsidiaries’ their officers, directors, officersagents, employeesrepresentatives, investment bankers, attorneys, accountants, consultants, advisors or other agents or advisors Subsidiaries to (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”i) not to, directly or indirectly, solicit, initiate, initiate or knowingly take any action knowingly to facilitate or encourage the submission of inquiries, proposals or offers from any Takeover Proposal Third Party (as defined below) (other than Purchaser) which constitutes or the making of any proposal that could would reasonably be expected to lead to (A) any Takeover acquisition or purchase of 30% or more of the consolidated assets of the Company and its Subsidiaries or of over 30% of any class of equity securities of the Company or any of its Subsidiaries, (B) any tender offer (including a self tender offer) or exchange offer that if consummated would result in any Third Party beneficially owning 30% or more of any class of equity securities of the Company or any of its Subsidiaries, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 30% of the consolidated assets of the Company other than the transactions contemplated by this Agreement, or (D) any other transaction (other than transactions contemplated by the Thermalloy Agreement) the consummation of which would reasonably be expected to interfere with in a material way, prevent or materially delay the Merger or which would reasonably be expected to materially dilute the benefits to Purchaser of the transactions contemplated hereby (collectively, "Acquisition Proposals"), or agree to or endorse any Acquisition Proposal, or, subject to Section 6.15(b): (iii) conduct enter into or engage participate in any discussions or negotiations withregarding any of the foregoing, disclose or furnish to any non-public Third Party any information relating with respect to the Company its business, properties or the Parent assets or any of their respective Subsidiaries to, afford access to the business, properties, assets, booksforegoing, or records of the Company or the Parent or otherwise cooperate in any of their respective Subsidiaries toway with, or knowingly assist, assist or participate in, facilitatefacilitate or encourage, any effort or attempt by any Third Party (other than Purchaser) to do or seek any of the foregoing, or encourage any effort by, any third party (or its potential sources of financingiii) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries; provided, however, that the foregoing shall not prohibit the Company (either directly or indirectly through advisors, agents or other intermediaries) from (A) furnishing information pursuant to an appropriate confidentiality letter (which letter shall not be less favorable to the Company in any material respect (with respect to duration and standstill provisions) than the Confidentiality Agreement (as defined in Section 8.5), and a copy of which shall be deemed provided for informational purposes only to Purchaser) concerning the Company and its businesses, properties or assets to a Third Party who has made or is seeking to initiate discussions with respect to a bona fide Acquisition Proposal, (B) engaging in discussions or negotiations with such a Third Party who has made a bona fide Acquisition Proposal, (C) following receipt of a bona fide Acquisition Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders, (D) following receipt of a bona fide Acquisition Proposal, failing to make or withdrawing or modifying its recommendation referred to in Section 1.4 and/or (E) taking any non-appealable, final action ordered to be a breach of this Section 6.15 taken by the applicable party.Company by any court of competent jurisdiction; but in each case referred to

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until the earlier Neither East nor any of the Closing and the Termination Date, neither the Company, on the one handEast Subsidiaries shall, nor shall East or any of the Parent, on the other hand, shall, and each shall direct and cause their respective East Subsidiaries and authorize or permit any of its or its respective Subsidiaries’ their officers, directors, officersagents, employeesrepresentatives, investment bankers, attorneys, accountants, consultants, advisors or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not subsidiaries to, directly or indirectly, indirectly (a) solicit, initiateinitiate or encourage (including by way of furnishing information), or knowingly take any other action to facilitate or encourage the submission of inquiries, proposals or offers from any Takeover Proposal or the making of any proposal that could reasonably be expected to lead person relating to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct acquisition or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent purchase of a substantial amount of assets of East or any of their respective the East Subsidiaries to, afford access to (other than in the ordinary course of business, properties, assets, books, ) or records of the Company or the Parent or any over 9.8% of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of East or any of the Company East Subsidiaries or any tender offer (including a self tender offer) or exchange offer that if consummated would result in any person beneficially owning 9.8% or more of any class of equity securities of East or any of the Parent, as applicableEast Subsidiaries, or any merger, consolidation, business combination, sale of their respective substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving East or any of the East Subsidiaries, other than the transactions contemplated by this Agreement, or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Merger (collectively, "East Alternative Proposals") or agree to or endorse any East Alternative Proposal, or (Bb) approve enter into or participate in any transaction underdiscussions or negotiations regarding any of the foregoing, or furnish to any other person any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to do or seek any of the foregoing; provided, however, that the foregoing shall not prohibit East from (i) furnishing information concerning East and its businesses, properties or assets (pursuant to an appropriate confidentiality agreement customary under the circumstances) to a third party becoming who has made an “interested stockholder” under the NRS; unsolicited East Alternative Proposal, (ii) engaging in discussions or negotiations with a third party who has made an unsolicited East Alternative Proposal, (iii) enter into following receipt of an unsolicited East Alternative Proposal, taking and disclosing to its shareholders a position contemplated by Rule 14e- 2(a) under the Exchange Act or otherwise making disclosure to its shareholders, (iv) following receipt of an unsolicited East Alternative Proposal, failing to make or withdrawing or modifying its recommendation referred to in Section 3.24, and/or (v) engaging in discussions or negotiations with Shareholder regarding an unsolicited East Alterative Proposal from a third party, but in each case referred to in the foregoing clauses (i) through (iv) (not in the case of the foregoing clause (v)) only if and to the extent that the East Board shall have concluded in good faith, after consulting with and considering the advice of outside counsel, that such action is required by the East Board in the exercise of its fiduciary duties to the shareholders of East under applicable law; provided, further, that the Board of Directors of East shall not take any agreement of the foregoing actions referred to in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating clauses (i) through (iv) (but not clause (v)) until after giving at least one business day's advance notice to West with respect to any Takeover Proposal of the actions specified in the foregoing clauses (eachi) through (iv) that it shall take. In addition, if the East Board receives an “Acquisition Agreement”)unsolicited East Alternative Proposal, then East shall promptly inform West in writing of the material terms of such proposal and the identity of the person (or group) making it. East will immediately cease and cause to be terminated all existing activities, discussions or negotiations, if any, with any parties (other than Shareholder) conducted heretofore with respect to any of the foregoing. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 5.4(a) by any Representative director or executive officer of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party East or any of its Subsidiariessubsidiaries or by any investment banker, financial adviser, attorney, accountant, or other representative of East or any of its subsidiaries shall be deemed to be a breach of this Section 6.15 by the applicable partyEast.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof of this Agreement until the earlier of the Closing and Date or the Termination Datetermination of this Agreement, neither the Company, on the one handInterDent nor any of its Affiliates shall, nor the Parent, on the other hand, shall, and each shall direct and cause InterDent or any of its Affiliates authorize or permit any of their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors Agents (with respect as defined subsection (c) below) to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”(i) not to, directly or indirectly, solicit, initiate, encourage (including by way of furnishing information or knowingly assistance) or take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiry or the making of any proposal that which constitutes, or may reasonably be expected to lead, directly or indirectly, to any acquisition or purchase of a substantial amount of assets of, or any equity interest in, DCA, any of its Subsidiaries or the Assets or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving DCA, any of its Subsidiaries or the Assets (other than the transactions contemplated by this Agreement) or any other material corporate transaction the consummation of which would or could reasonably be expected to lead to any Takeover Proposalimpede, orinterfere with, subject to Section 6.15(b): prevent or materially delay the transactions contemplated hereby (icollectively, "Transaction Proposals") conduct or engage (ii) propose, enter into or participate in any discussions or negotiations withregarding any of the foregoing, disclose or furnish to any non-public other Person any information relating with respect to the Company DCA's business, properties or assets or the Parent Assets or any of their respective Subsidiaries to, afford access to the business, properties, assets, booksforegoing, or records of the Company or the Parent or otherwise cooperate in any of their respective Subsidiaries toway with, or knowingly assist, assist or participate in, facilitatefacilitate or encourage, or encourage any effort byor attempt by any other Person to do or seek any of the foregoing; provided however, any third party that the foregoing clauses (or its potential sources of financingi) that is seeking to make, or has made, any Takeover Proposal; and (ii) shall not prohibit InterDent or its Affiliates from, (A) except where the Company Board furnishing information pursuant to an appropriate confidentiality letter concerning DCA and its properties or assets or the Parent Board, Assets to a third party which has made an unsolicited Qualified Transaction Proposal (as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiariesdefined below), or (B) approve any transaction under, engaging in discussions or any negotiations with such a third party becoming which has made an “interested stockholder” unsolicited Qualified Transaction Proposal, but in each case referred to in the foregoing clauses (A) and (B) only after the Board of Directors of InterDent concludes in good faith (x) upon the advice of outside counsel, that such action is necessary for the Board of Directors of InterDent to comply with its fiduciary obligations to its stockholders under applicable law and (y) that the NRS; third party which made the unsolicited Qualified Transaction Proposal has (or has a high likelihood of obtaining in a commercially reasonable time frame) the ability and the financial wherewithal to consummate a Superior Acquisition Proposal (iiias defined below). If the Board of Directors of InterDent receives a Transaction Proposal, then InterDent shall immediately (and in any event within 24 hours) enter into inform Purchaser of the material terms and conditions of such proposal and the identity of the Person making it and shall keep Purchaser fully informed regarding any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, significant details or other Contract relating developments with respect to any Takeover such Transaction Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, and of all significant steps it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not response to such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyTransaction Proposal.

No Solicitation. (a) Except as permitted by this Section 6.15During the Pre-Closing Period, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany shall not, and each shall direct and cause their respective not authorize or permit any of its Subsidiaries and or any of its or its respective Subsidiaries’ respective officers, directors, officersmanagers, partners, independent contractors, consultants, advisors, employees, investment bankersstockholders, attorneysagents, accountantsrepresentatives or Affiliates (each, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s a “RepresentativesCompany Representative”) not to, directly or indirectly, take any of the following actions with any Person other than Parent and its designees: (i) solicit, initiate, encourage or knowingly take facilitate any action inquiry, proposal, request or offer, directly or indirectly, relating to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover an Alternative Transaction (each, a “Proposal”), or, subject to Section 6.15(b): (iii) conduct or engage participate in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, assist or records of the Company or the Parent or cooperate with any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking Person to make, or has madefurnish any Person with information in connection with, or take any other action to facilitate, any Takeover Proposal; (ii) (A) except where the Company Board Proposal or the Parent BoardAlternative Transaction, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into disclose any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating information to any Takeover Proposal (eachPerson concerning the business, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of technologies or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative properties of the Company or its Subsidiaries, on or afford to any Person access to the one hand, or the Parent Company’s or its Subsidiaries’ properties, on technologies, books or records, other than in the other handordinary course of business in connection with ongoing commercial transactions, or (iv) propose, authorize or enter into any agreement or understanding (whether binding or not nonbinding, written or oral) relating to, or engage in or consummate, any Alternative Transaction or requiring the Company or its Subsidiaries to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder. If the Company, its Subsidiaries or any Company Representative receives or has received, during the Pre-Closing Period, any Proposal, or any request for disclosure or access as referenced in clause (C) above, the Company shall, or shall cause such Company Representative is purporting to act on behalf immediately (x) suspend any discussions with regard to such Proposal and (y) notify Parent in writing thereof, and furnish to Parent any information it may reasonably request, including information as to the identity of the applicable party Person making any such inquiry, offer or any proposal and the specific terms of its Subsidiariessuch inquiry, shall be deemed to be a breach of this Section 6.15 by the applicable partyoffer or proposal, and all written documentation relating thereto.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until of this Agreement and ending on the earlier of the Acquisition Closing and the Termination Datevalid termination of this Agreement in accordance with Section 9.01, neither the Company, on the one hand, nor the Parent, on the other hand, shallCompany shall not, and each shall cause the Company Subsidiaries not to and shall direct its and cause their respective Subsidiaries and Representatives acting on its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) their behalf not to, directly or indirectly, (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in continue any discussions or negotiations with, disclose or knowingly encourage any non-public inquiries or proposals by, or participate in any negotiations with, or provide any information relating to to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (w) sale of any material assets of the Company or the Parent or and its Subsidiaries, taken as a whole, except for transactions permitted pursuant to Section 6.01(b)(iii)(B), (x) sale of any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records Equity Securities of the Company or the Parent or any of their respective Subsidiaries toCompany Subsidiary, except for those sales permitted pursuant to Section 6.01(b)(iii)(A), or knowingly assist(y) merger, participate injoint venture, facilitateconsolidation, liquidation, dissolution or encourage any effort bysimilar transaction involving the Company and its Subsidiaries, any third party taken as a whole (or its potential sources of financing) that is seeking to makeeach, or has madean “Alternative Transaction”), any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities Equity Securities of the Company or the Parent, as applicable, or any of their respective Subsidiariesthe Company Subsidiaries in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, agreement or other Contract arrangement relating to any Takeover Proposal Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (eachv) commence, an “Acquisition Agreement”). Without limiting the foregoingcontinue, it is understood that permit or renew any violation of due diligence investigation regarding any Alternative Transaction, or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by (vi) resolve or agree to do any Representative of the foregoing or otherwise authorize or permit any of its controlled affiliates or Representatives to take any such action. The Company shall, and shall cause the Company Subsidiaries to and shall direct its and their respective controlled affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each special purpose acquisition corporation that has prior to the date hereof executed a confidentiality agreement in connection with its Subsidiaries, on the one hand, consideration of an Alternative Transaction to return or the Parent destroy all confidential information furnished to such person by or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed Company prior to be a breach of this Section 6.15 by the applicable partydate hereof.

No Solicitation. (a) Except as expressly permitted by this Section 6.155.3, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, Company shall, and the Company shall cause each shall direct of its Affiliates and cause its and their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employeesdirectors and employees to, and shall cause the agents, financial advisors, investment bankers, attorneys, accountantsaccountants and other representatives (collectively “Representatives”) of the Company or any of its Affiliates to: (A) immediately cease and cause to be terminated any solicitation, consultantsknowing encouragement, discussions or other agents or advisors (negotiations with any persons conducted prior to the execution of this Agreement with respect to any PersonCompany Takeover Proposal, and promptly instruct or otherwise request, each person that has executed a confidentiality or non-disclosure agreement within the foregoing Persons are referred twelve (12)-month period prior to herein as the date of this Agreement in connection with any actual or potential Company Takeover Proposal to return or destroy all such Person’s “confidential information or documents previously furnished in connection therewith or material incorporating any such information in the possession of such person or its Representatives”, (B) not toterminate access by all persons (other than IAC and its Representatives) to any physical or electronic data rooms relating to a possible Company Takeover Proposal and (C) from and after the date of this Agreement until the earlier of the Effective Time and the Termination Date, not, directly or indirectly, (1) solicit, initiateinitiate or knowingly facilitate or knowingly encourage (including by way of furnishing confidential information) any inquiries regarding, or knowingly take the making, submission or announcement by any action to facilitate or encourage the submission of any Takeover Proposal or the making person of any proposal or offer that could constitutes, or would reasonably be expected to lead to any to, a Company Takeover Proposal, or(2) engage in, subject to Section 6.15(b): (i) conduct continue or engage otherwise participate in any discussions or negotiations withwith any person regarding a Company Takeover Proposal, disclose or furnish to any non-public other person (other than IAC and its Representatives) any information relating to the Company or the Parent or any of their respective Subsidiaries toits Subsidiaries, or afford access to the business, properties, assets, books, books or records of the Company or the Parent or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class person (other than IAC and its Representatives), in each case in connection with or for the purpose of equity securities of the encouraging or facilitating a Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (eachother than to refer the inquiring person to this Section 5.3), an “Acquisition Agreement”). Without limiting (3) approve, endorse or recommend and Company Takeover Proposal or approve, endorse, recommend or enter into, or propose to approve, endorse, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle providing for a Company Takeover Proposal or (4) resolve, propose or agree to do any of the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.

No Solicitation. The Stockholders, the Company and each Subsidiary and their respective officers, directors, employees, representatives and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to a Third Party Acquisition Proposal (a) Except as permitted by this Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date, neither defined below). Neither the Company, on any Subsidiary nor any of the one handStockholders shall, nor the Parentshall they permit any of their Affiliates to, on the other hand, shall, and each nor shall direct and cause they authorize or permit any of their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employeesdirectors or employees or any investment banker, investment bankers, attorneys, accountants, consultants, attorney or other agents advisor or advisors (with respect to representatives retained by them or any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not of their Affiliates to, directly or indirectly, (i) solicit, initiate, initiate or knowingly take any action to facilitate or encourage the submission of of, any Takeover Proposal Third Party Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that could constitutes, or may reasonably be expected to lead to, any Third Party Acquisition Proposal. For purposes of this Agreement, "Third Party Acquisition Proposal" means any inquiry, proposal or offer from any person relating to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct direct or engage in any discussions indirect acquisition or negotiations with, disclose any non-public information relating to purchase of all or a portion or more of the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records assets of the Company or the Parent any Subsidiary or any all or a portion of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, any Subsidiary or any offer to acquire or purchase that if consummated would result in any person beneficially owning all or a portion of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter class of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative equity securities of the Company or its Subsidiaries, on the one handany Subsidiary, or any merger, consolidation, business combination, sale of assets, recapitalization, liquidation, dissolution or similar transaction involving the Parent Company or its Subsidiariesany Subsidiary, on other than the transactions contemplated by this Agreement, or any other handtransaction the consummation of which could reasonably be expected to impede, whether interfere with, prevent or not such Representative is purporting delay, or dilute materially the benefits to act on behalf GRS of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partytransactions contemplated hereby.

No Solicitation. (a) Except as permitted by Unless and until this Agreement shall have been terminated pursuant to and in compliance with Section 6.15, from the date hereof until the earlier of the Closing and the Termination Date7.2 hereof, neither Parent nor the CompanyCompany shall (whether directly or indirectly through its respective advisors, on the one handagents or other intermediaries), nor shall the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its Company or Parent authorize or permit any of its respective Subsidiaries’ officers, directors, officersagents, employees, investment bankers, attorneys, accountants, consultants, or other agents representatives or advisors to (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”i) not to, directly or indirectly, solicit, initiate, encourage (including by way of furnishing information) or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal inquiries, proposals or offers (whether or not in writing) from any person (other than Parent or the making Company, as the case may be, and its respective affiliates) relating to (A) any acquisition or purchase of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to of the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records assets of the Company or Parent, as the Parent or any of their respective Subsidiaries tocase may be, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicablethe case may be, (B) any tender offer (including a self tender offer) or exchange offer, (C) any merger, consolidation, business combination, sale of their respective Subsidiariessubstantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or Parent, as the case may be, or (BD) approve any other transaction underthe consummation of which would or would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or which would or would reasonably be expected to materially dilute the benefits to the other party hereto of the transactions contemplated by this Agreement (collectively, "Acquisition Proposals"), or agree to, recommend or endorse any third party becoming an “interested stockholder” under Acquisition Proposal, (ii) enter into or execute any agreement with respect to any of the NRS; foregoing or (iii) enter into or participate in any agreement in principle, letter discussions or negotiations regarding any of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that or furnish to any violation of other person any information with respect to its business, properties or the taking of actions inconsistent assets in connection with the restrictions set forth foregoing, or otherwise cooperate in any way with, or participate in or assist, facilitate, or encourage, any effort or attempt by any other person (other than the Company or Parent, as the case may be, and its respective affiliates) to do or seek any of the foregoing. Notwithstanding anything in this Section 6.15 by any Representative of 7.1 to the Company contrary, Parent may solicit, negotiate and agree to an offer to purchase its operating assets or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partybusiness.

No Solicitation. (a) Except as permitted by this Section 6.15The Company shall not, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each Company shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) Representatives not to, (i) directly or indirectly, indirectly solicit, initiate, initiate or knowingly take encourage or knowingly facilitate (including by way of providing information) any action to facilitate inquiries, proposals or encourage the submission of any Takeover Proposal offers, or the making of any submission or announcement of any inquiry, proposal or offer that could constitutes or would reasonably be expected to lead to any Company Takeover ProposalProposal or (ii) directly or indirectly engage in, or, subject to Section 6.15(b): (i) conduct enter into or engage participate in any discussions or negotiations withwith any Person regarding, disclose furnish to any non-public Person any information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, books or records of the Company or the Parent or any of their respective Subsidiaries to, or take any other action to assist or knowingly assist, participate in, facilitate, facilitate or knowingly encourage any effort byby any Person, in each case in connection with or in response to any inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to, any third party Company Takeover Proposal (other than, solely in response to an inquiry that did not result from or arise in connection with a material breach of this Section 5.02(a), to refer the inquiring person to this Section 5.02 and to limit its potential sources conversation or other communication exclusively to such referral or to clarify the terms thereof). The Company shall, and shall cause its directors and officers to, and shall use its reasonable best efforts to cause its Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on the date of financing) this Agreement that is seeking to makeconstitutes, or has madecould reasonably be expected to lead to, any a Company Takeover Proposal; , (ii) request the prompt return or destruction of all confidential information previously furnished to any Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (Aiii) except where terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement, at any time prior to the Offer Closing Time, in response to a Company Takeover Proposal that did not result from or arise in connection with a material breach of this Section 5.02(a), in the event that the Company Board or the Parent Boarddetermines, as applicable, makes a in good faith determinationfaith, after consultation with outside counsel and a financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) furnish information with respect to the Company to the Person or group of Persons making such Qualifying Company Takeover Proposal and its financial advisors or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company concurrently or promptly thereafter provides Parent, in accordance with the terms of the Confidentiality Agreement, any material non-public information with respect to the Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (B) participate in discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company may only take the actions described in clauses (A) or (B) above if the Company Board determines, in good faith, after consultation with outside legal counsel, that the failure to do so take any such action would cause it to be in breach of inconsistent with its fiduciary dutiesduties under applicable Law. The Company shall not, and shall cause its Representatives not to, release any Person from, or waive, amend or modify any provision of, or grant any waiver permission under or release under fail to enforce, any standstill or similar provision in any agreement with respect to any class of equity securities of which the Company or is a party; provided that, if the ParentCompany Board determines in good faith, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under after consultation with its outside counsel that the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating failure to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions take such action would be inconsistent with the restrictions set forth in this Section 6.15 by any Representative of its fiduciary duties under applicable Law, the Company or its Subsidiaries, on may waive any such standstill provision solely to the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting extent necessary to act on behalf of permit the applicable party or any of its Subsidiaries, shall be deemed to be a Person (if such Person has not been solicited in breach of this Section 6.15 by 5.02) to make, on a confidential basis to the applicable partyCompany Board, a Company Takeover Proposal, conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Company Takeover Proposal) in accordance with, and otherwise complying with, this Section 5.02.

No Solicitation. (a) Except as permitted by The Company agrees that, during the term of this Section 6.15Agreement, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallit shall not, and each shall direct and cause their respective not authorize or permit any of its Subsidiaries and or any of its or its respective Subsidiaries’ ' directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectly, to solicit, initiate, encourage or knowingly take facilitate, or furnish or disclose non-public information in furtherance of, any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving the Company, or acquisition of any capital stock (other than upon exercise of Stock Options which are outstanding as of the date hereof) or any material portion of the assets (except for acquisitions of assets in the ordinary course of business consistent with past practice) of the Company and its Subsidiaries, or any combination of the foregoing (a "COMPETING TRANSACTION"), or negotiate, explore or otherwise engage in discussions with any Person (other than Purchaser, persons controlling Purchaser, or their respective directors, officers, employees, agents and representatives) with respect to any Competing Transaction or enter into any agreement, arrangement or understanding requiring or causing it to abandon, terminate or fail to consummate the Debt Offer, the Merger or any of the other Transactions contemplated by this Agreement; PROVIDED that, prior to the Effective Time, if the Company receives a written proposal for a Competing Transaction (x) that was not initiated, solicited or encouraged after the date of this Agreement by the Company, its Subsidiaries or any of its or their directors, officers, employees, agents or representatives and does not violate or breach any confidentiality, exclusivity or standstill agreement executed by the Company prior to the date of this Agreement (provided that the Company may amend any standstill or similar provision of any such agreement solely to provide or make clear that such third party may deliver to the Board a written proposal for a Competing Transaction) and (y) that the Board or a special committee thereof determines in good faith by majority vote could reasonably be expected to lead to any Takeover Proposalresult in a third party making a proposal for a Superior Transaction (as defined in Section 5.4(b)), or, and subject to compliance with the last two sentences of this Section 6.15(b): 5.4(a), the Company may (iA) conduct furnish information with respect to the Company to the Person making such proposal pursuant to a customary confidentiality agreement the terms of which shall be no less favorable to the Company than the confidentiality agreement entered into by the Company on or engage after January 1, 1999 that is most favorable to the Company, and (B) participate in any discussions or negotiations withwith such Person regarding such proposal. The activities referred to in clauses (A) and (B) of the previous sentence, disclose any non-public information relating if undertaken in strict compliance with all of the terms and conditions of the previous sentence, are referred to herein as "Permitted Discussions". In no event shall the Company furnish (or the Parent authorize any of its Subsidiaries, or any of their respective Subsidiaries toits or its Subsidiaries' directors, afford access officers, employees, agents or representatives, directly or indirectly, to the business, properties, assets, books, furnish) to any competitor or records potential competitor of the Company or its Subsidiaries information about the Parent Company or any of their respective its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where unless the Company Board or the Parent Board, as applicable, makes a good faith determinationspecial committee thereof determines in its reasonable judgment, after consultation with its financial advisors and outside legal counselmanagement, that disclosure of such information would not be materially competitively disadvantageous to the failure Company and its Subsidiaries, including, without limitation, pricing, volume, sales and marketing information ("Sensitive Information"); PROVIDED that the Company may provide Sensitive Information to do so would cause it a competitor or potential competitor of the Company if confirmatory review of Sensitive Information is the only remaining condition to be the Company and such competitor or potential competitor entering into an Acquisition Agreement (as defined in breach Section 5.4(b)) with respect to a Superior Transaction that has been approved by the Board and approved (subject only to such confirmatory review) by the board of its fiduciary duties, amend or grant any waiver or release under any standstill directors (or similar agreement governing body) of such competitor or potential competitor. The Company shall, and shall cause its Subsidiaries and their respective directors, officers, employees, agents and representatives immediately to cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any class of equity securities of the Company foregoing. Neither the Board nor any committee thereof shall (A) withdraw or the Parent, as applicablemodify, or any of their respective Subsidiariespropose publicly to withdraw or modify, in a manner adverse to Purchaser, the Company Board Recommendation, or (B) approve any transaction underor recommend, or propose publicly to approve or recommend, any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”)Competing Transaction. Without limiting Notwithstanding the foregoing, it is understood in the event that any violation prior to the Effective Time the Board receives the advice of or its outside legal counsel that failure to do so will result in breach of its fiduciary duties to the taking shareholders of actions inconsistent with the restrictions set forth in Company under applicable law, the Board may (subject to this and the following sentences of this Section 6.15 5.4(a)) withdraw or modify the Company Board Recommendation, provided that it gives Purchaser five days' prior written notice of its intention to do so. Any such withdrawal or modification of the Company Board Recommendation shall not change the approval of the Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of the Company to present the Merger for approval and adoption by any Representative shareholders of the Company or its Subsidiariesto hold the Debt Offer open. From and after the execution of this Agreement, on the one handCompany shall immediately advise Purchaser in writing of the receipt, directly or indirectly, of any inquiries, discussions, negotiations, or proposals relating to a Competing Transaction (including the Parent or its Subsidiaries, on specific terms thereof and the identity of the other hand, whether party or not parties involved) and promptly furnish to Purchaser a copy of any such Representative is purporting proposal or inquiry in addition to act on behalf any information provided to or by any third party relating thereto. The Company shall keep Purchaser fully apprised of the applicable party status of any proposal relating to a Competing Transaction on a current basis, including, without limitation, promptly providing to Purchaser any Sensitive Information provided to any competitor or any of its Subsidiaries, shall be deemed potential competitor pursuant to be a breach of this Section 6.15 by the applicable partyparagraph (a).

No Solicitation. (a) Except as permitted by this Section 6.15The Company shall not, from the date hereof until the earlier of the Closing and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each Company shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) Representatives not to, (i) directly or indirectly, indirectly solicit, initiate, initiate or knowingly take encourage or knowingly facilitate (including by way of providing information) any action to facilitate inquiries, proposals or encourage the submission of any Takeover Proposal 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 a Company Takeover ProposalProposal or (ii) directly or indirectly engage in, or, subject to Section 6.15(b): (i) conduct enter into or engage participate in any discussions or negotiations withwith any Person regarding, disclose furnish to any non-public Person any information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, books or records of the Company or the Parent or any of their respective Subsidiaries to, or take any other action to assist or knowingly assist, participate in, facilitate, facilitate or knowingly encourage any effort byby any Person, in each case, in connection with or in response to any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, any third party Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company shall, and shall cause its potential sources of financingdirectors and officers to, and shall use its reasonable best efforts to cause its Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on the Agreement Date that is seeking to makeconstitutes, or has madecould reasonably be expected to lead to, any a Company Takeover Proposal; , (ii) request the prompt return or destruction of all confidential information previously furnished to any Person within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (Aiii) except where terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement, at any time during the Pre-Closing Period, in response to a Company Takeover Proposal made after the Agreement Date that did not result from a material breach of this Section 6.02(a), in the event that the Company Board (acting upon the recommendation of the Special Committee) or the Parent BoardSpecial Committee determines, as applicable, makes a in good faith determinationfaith, after consultation with outside counsel and an independent financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) enter into an Acceptable Confidentiality Agreement with any Person or group of Persons making such Qualifying Company Takeover Proposal, (B) furnish information with respect to the Company to the Person or group of Persons making such Qualifying Company Takeover Proposal and its financial advisors or their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company concurrently or promptly thereafter provides Parent, in accordance with the terms of the Confidentiality Agreement, any material non-public information with respect to the Company furnished to such other Person or group of Persons that was not previously furnished to Parent and (C) participate in discussions or negotiations with such Person or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal); provided that the Company may only take the actions described in clauses (A), (B) or (C) above if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines, in good faith, after consultation with outside legal counsel, that the failure to do so take any such action would cause it to be in breach of inconsistent with its fiduciary dutiesduties under applicable Law. The Company shall not, and shall cause its Representatives not to, release any Person from, or waive, amend or modify any provision of, or grant any waiver permission under or release under fail to enforce, any standstill or similar provision in any agreement with respect to any class of equity securities which the Company is a party; provided that, if the Company Board (acting upon the recommendation of the Company Special Committee) or the ParentSpecial Committee determines in good faith, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under after consultation with its outside counsel that the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating failure to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions take such action would be inconsistent with the restrictions set forth in this Section 6.15 by any Representative of its fiduciary duties under applicable Law, the Company or its Subsidiaries, on may waive any such standstill provision solely to the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting extent necessary to act on behalf of permit the applicable party or any of its Subsidiaries, shall be deemed to be a Person (if such Person has not been solicited in breach of this Section 6.15 by 6.02) to make, on a confidential basis to the applicable party.Special Committee, a Company Takeover Proposal, conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Company Takeover Proposal) in accordance with, and otherwise complying with, this Section 6.02. Wherever the term “

No Solicitation. (a) Except as permitted by Without limiting the Company's other obligations under this Section 6.15Agreement, the Company agrees that, from the date hereof until the earlier Closing, neither it nor any of its Subsidiaries nor any of the Closing officers and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, directors of it or its Subsidiaries shall, and each that it shall direct and use its reasonable best efforts to cause their respective Subsidiaries its and its or its respective Subsidiaries’ directors, officers, ' employees, agents and representatives (including any investment bankersbanker, attorneys, accountants, consultants, attorney or other agents accountant retained by it or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, initiate, encourage or knowingly take facilitate (including by way of furnishing information) any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries offer with respect to, or knowingly assista transaction to effect, participate ina merger, facilitatereorganization, or encourage any effort byshare exchange, any third party (or its potential sources of financing) that is seeking to makeconsolidation, or has madebusiness combination, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Boardrecapitalization, as applicableliquidation, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill dissolution or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, involving it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, or any purchase or sale of a substantial portion of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing a substantial portion of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of its Subsidiaries (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an "Acquisition Proposal"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company, (A) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer, or (B) from participating in negotiations or discussions with or furnishing information to any Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the Board of Directors of the Company after the date hereof; provided further, however, that prior to participating in any such discussions or negotiations or furnishing any information, (i) the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, a copy of which shall be deemed provided only for informational purposes to the Purchaser, and (ii) the Board of Directors of the Company shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that such Acquisition Proposal is reasonably likely to be or to result in a breach Superior Proposal (as defined in Section 6.1(b) hereto) (an Acquisition Proposal which meets all of the conditions set forth in this clause (B), including the Board of Directors of the Company having reached the conclusion set forth in clause (B)(ii), being herein referred to as a "Qualified Acquisition Proposal"), or (C) after the Board of Directors of the Company has received a Qualified Acquisition Proposal, from engaging in negotiations and discussions with the Company's stockholders with respect to such Qualified Acquisition Proposal. If the Board of Directors of the Company receives an Acquisition Proposal, the Company shall promptly inform the Purchaser in writing of the terms and conditions of such proposal and the identity of the Person making it, and will keep the Purchaser informed, on a current basis, of the status and terms of any such proposals or offers by any Person (whether written or oral). The Company will, and will cause its Affiliates to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date hereof with any Persons (other than the Purchaser and its Affiliates) conducted heretofore with respect to any Acquisition Proposal, and request the return or destruction of all non-public information furnished in connection therewith. The Company shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which such party or its Subsidiaries is a party; provided, however, that the Company may waive any provisions of a standstill agreement so long as (A) the Company promptly informs the Purchaser in writing of such waiver and the identity of the Person requesting such waiver (and the Company hereby agrees that it will keep the Purchaser informed, on a current basis, of the status and terms of any proposal made by the Person requesting such waiver), (B) such waiver is limited to allowing the party subject to the standstill agreement (x) to submit to the Board of Directors of the Company, on a confidential basis, a written Acquisition Proposal and (y) if such Acquisition Proposal is a Qualified Acquisition Proposal, to pursue discussions and negotiations with respect to such Qualified Acquisition Proposal with the Company, and (C) the Company otherwise observes the terms of this Section 6.15 by the applicable party5.1 with respect to such Acquisition Proposal.

No Solicitation. (a) Except The Company and its officers, directors, employees, representatives, affiliates and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as permitted by this Section 6.15, from hereinafter defined) and shall send a written request to any such parties in possession of confidential information of the Company to return or destroy all such information in their possession. From and after the date hereof until the earlier termination of this Agreement, the Closing and the Termination Date, neither the Company, on the one handCompany shall not, nor shall the ParentCompany permit any of its subsidiaries or affiliates to, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and authorize or permit any of its or its respective Subsidiaries’ directors, officers, employeesdirectors or employees or any investment banker, investment bankersfinancial advisor, attorneysattorney, accountants, consultants, accountant or other agents representative retained by it or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not of its subsidiaries or affiliates to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or assistance), or knowingly take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiries or the making of any proposal that could which constitutes, or would reasonably be expected to lead to to, any Takeover Proposal, or, subject to Section 6.15(b): Acquisition Proposal or (iii) conduct enter into or engage participate in any discussions or negotiations with, disclose any non-public information relating (other than a discussion which merely asks to have an unsolicited offer be presented to the Company in writing) or the Parent or negotiations regarding any of their respective Subsidiaries to, afford access to the business, properties, assets, booksAcquisition Proposal, or records of the Company furnish to any Persons any nonpublic information or the Parent otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any of their respective Subsidiaries effort or attempt by any other Persons to make or effect an Acquisition Proposal or (iii) enter into any agreement, arrangement or understanding with respect to, or knowingly assist, participate in, facilitate, or encourage any effort byotherwise endorse, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Acquisition Proposal; (ii) (A) except where provided, however, that if, at any time the Company Board or the Parent Board, as applicable, makes a determines in good faith determinationfaith, after consultation with its financial advisors and outside independent legal counsel (who may be the Company's regularly engaged independent counsel), that the failure to do so would cause it to be in breach of inconsistent with its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect duties to any class of equity securities of the Company or the ParentCompany's stockholders under applicable law, as applicablethe Company may in response to an unsolicited, or any of their respective Subsidiarieswritten, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover bona fide Acquisition Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or which did not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be result from a breach of this Section 6.15 by the applicable party.5.5 and which constitutes or would

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof of this Agreement until the earlier of the Closing and the Termination DateEffective Time or termination of this Agreement pursuant to its terms, neither the Company, on the one handCOR shall not, nor shall it cause, authorize or permit (provided that with respect to its non-officer employees, the Parent, on the other hand, shall, and each foregoing word "permit" shall direct and cause their respective be deemed to mean "knowingly permit") any of its Subsidiaries and or Affiliates or any of its or its respective Subsidiaries’ their directors, employees, officers, employees, investment bankers, attorneys, accountants, consultants, accountants or other agents advisors or advisors representatives (with respect to any Personcollectively, the foregoing Persons are referred to herein as such Person’s “"Representatives”") not to, directly or indirectly, : (i) solicit, initiate, or knowingly take encourage any action to facilitate inquiries or encourage the submission of any Takeover Proposal proposals that constitute, or the making of any proposal that could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, tender or exchange offer, share exchange, sale of shares of capital stock or similar transaction involving COR or any of its Subsidiaries, other than the transactions with Millennium contemplated by this Agreement and issuances of capital stock expressly permitted by Section 5.01(d) above (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"; provided, however, that an inquiry or proposal shall not be deemed to be an Acquisition Proposal if (W) it is unsolicited by COR or any Takeover Proposalof its Subsidiaries or Affiliates or any of its or their Representatives, or(X) it involves less than 1% of the outstanding shares of COR Common Stock, (Y) it is received by a non-officer employee of COR or an individual separately retained as a sales representative of COR acting in his capacity as such, and (Z) COR upon becoming aware of such inquiry or proposal, or such person receiving such inquiry or proposal immediately upon becoming aware that such inquiry or proposal is otherwise subject to this Section 6.15(b): 6.01, notifies the maker of such inquiry or proposal that such inquiry or proposal, and any further communications related thereto, are prohibited by the terms of this Section 6.01 and thereupon ceases any further communications in violation of this Section 6.01), (iii) conduct or engage in any negotiations or discussions concerning, or negotiations with, disclose provide any non-public information to any person or entity relating to, any Acquisition Proposal, (iii) subject to applicable law and the Company satisfaction of the conditions set forth in the proviso clause of the second sentence of Section 6.05(a), withdraw or modify or propose to withdraw or modify the approval of the Merger by the COR Board of Directors or the Parent or any recommendation by the COR Board of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records Directors of the Company or adoption of this Agreement and the Parent or any approval of their respective Subsidiaries tothe Merger, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (iiiv) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the ParentCOR Common Stock, as applicable, or any of their respective Subsidiaries, or (B) amend or grant any waiver or release or approve any transaction or redeem rights under the COR Rights Plan (except as provided for under Section 3.27), (C) approve any transaction underunder Section 203 of the DGCL or under Article SIXTH of COR's Certificate of Incorporation, or (D) approve of any third party person's becoming an “"interested stockholder” " under Section 203 of the NRS; DGCL or under Article SIXTH of COR's Certificate of Incorporation, (v) approve, agree to or recommend any Acquisition Proposal, or (iiivi) enter into any agreement in principleagreement, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, intent or other Contract similar document or contract relating to any Takeover Acquisition Proposal other than a confidentiality agreement referred to in clause (eachA)(2) below; provided, an “however, that so long as COR and its Subsidiaries have not breached this Section 6.01 in a manner that resulted in its receipt of the unsolicited bona fide written Acquisition Agreement”Proposal referred to in the immediately following clause (A). Without limiting the foregoing, it is understood that or otherwise breached this Section 6.01 in any violation of or the taking of actions inconsistent with the restrictions set forth material respect, nothing contained in this Section 6.15 by any Representative of the Company Agreement shall prevent COR or its SubsidiariesBoard of Directors, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.from:

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until Until the earlier of the Closing and the Termination Datedate of termination of this Agreement pursuant to the provisions of Section 7.1 hereof, neither and the Selling Shareholders will not and will cause the Company not to (nor will the Selling Shareholders permit any of its or the Company's officers, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officersshareholders, employeesagents, investment bankers, attorneys, accountants, consultants, representatives or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not affiliates to), directly or indirectly, take any of the following actions with any party other than NMS and their respective designees: (a) solicit, initiate, or knowingly take any action to facilitate entertain, discuss or encourage the submission of any Takeover Proposal proposals or the making of any proposal that could reasonably be expected to lead to any Takeover Proposaloffers from, or, subject to Section 6.15(b): (i) or conduct discussions with or engage in any discussions or negotiations with, disclose any non-public information person relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records possible acquisition of the Company (whether by way of amalgamation, purchase of shares, purchase of assets or the Parent otherwise), any portion of its share capital or assets or any of their respective Subsidiaries equity interest in the Company, (b) provide information with respect to it to any person, other than NMS, relating to, or knowingly assistotherwise cooperate with, participate in, facilitate, facilitate or encourage any effort byor attempt by any such person with regard to, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities possible acquisition of the Company (whether by way of amalgamation, purchase of shares, purchase of assets or the Parentotherwise), as applicable, any material portion of its share capital or assets or any equity interest in the Company, (c) enter into an agreement with any person, other than NMS, providing for the acquisition of their respective Subsidiariesthe Company (whether by way of amalgamation, purchase of shares, purchase of assets or otherwise), any material portion of its share capital or assets or any equity interest in the Company, or (Bd) approve make or authorize any transaction understatement, recommendation or solicitation in support of any possible acquisition of the Company (whether by way of amalgamation, purchase of shares, purchase of assets or otherwise), any material portion of its share capital or assets or any equity interest in the Company by any person, other than by NMS. The Company and each Selling Shareholder shall immediately cease and cause to be terminated any such contacts or negotiations with third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract parties relating to any Takeover Proposal (each, an “Acquisition Agreement”)such transaction or proposed transaction. Without limiting In addition to the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of if the Company or its Subsidiaries, on any Selling Shareholder receives prior to the one hand, Closing or the Parent termination of this Agreement any offer or its Subsidiaries, on the other hand, whether or not such Representative is purporting proposal relating to act on behalf any of the applicable above, the Selling Shareholders shall immediately notify NMS thereof, including information as to the identity of the offer or the party making any such offer or any proposal and the specific terms of its Subsidiariessuch offer or proposal, shall be deemed to be a breach of this Section 6.15 by as the applicable partycase may be, and such other information related thereto as the NMS may reasonably request.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until the earlier termination of this Agreement, except as permitted hereby, the Company shall not, nor shall it permit any Company Subsidiary, or any officer, director, employee, agent or representative of the Closing and Company or a Company Subsidiary (including, without limitation, any investment banker, attorney or accountant retained by the Termination DateCompany or a Company Subsidiary), neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, (i) initiate, solicit or knowingly take encourage any action to facilitate inquiries, offers or encourage the submission of any Takeover Proposal proposals that constitute, or the making of any proposal that could would reasonably be expected to lead to, a proposal or offer for (x) any merger, consolidation, share exchange, recapitalization, business combination or similar transaction, (y) any sale, lease, exchange, mortgage, transfer or other disposition, in a single transaction or series of related transactions, of assets representing 20% or more of the assets of the Company and the Company Subsidiaries, taken as a whole, or (z) sale of shares of capital stock representing, individually or in the aggregate, 20% or more of the voting power of the Company other than to the Company or a Company Subsidiary, including, without limitation, by way of a tender offer or exchange offer by any person (other than the Company or a Company Subsidiary) for shares of capital stock representing 20% or more of the voting power of the Company (any of the foregoing inquiries, offers or proposals being referred to in this Agreement as an "ACQUISITION PROPOSAL"), (ii) engage in negotiations or discussions -------------------- concerning, or provide to any Takeover person or entity any information or data relating to the Company or any Company Subsidiary for the purposes of making, or take any other action to facilitate, any Acquisition Proposal, or(iii) agree to, approve or recommend any Acquisition Proposal or (iv) take any other action materially inconsistent with the obligations and commitments assumed by the Company pursuant to this Section 5.8; provided, however, that, subject to the Company's compliance with this Section 6.15(b): 5.8, nothing contained in this Agreement shall prevent the Company or its Board of Directors from, prior to receipt of the Requisite Company Vote, (iA) conduct entering into a definitive agreement providing for the implementation of a Superior Proposal (as defined below) if the Company or engage in any the Board of Directors is simultaneously terminating this Agreement pursuant to Section 7.1(g), (B) furnishing non-public information to, entering into customary confidentiality agreements with, or entering into discussions or negotiations with, disclose any non-public information relating person or entity in connection with an unsolicited bona fide written Acquisition Proposal to the Company or its stockholders, if the Parent Board of Directors of the Company, by action of a majority of the entire Board of Directors of the Company, determines in good faith after consultation with the Company Financial Advisor or any of their respective Subsidiaries other nationally-recognized independent financial advisors that such Acquisition Proposal, if accepted, constitutes, or is reasonably likely to lead to, afford access a Superior Proposal or (C) taking and disclosing to its stockholders a position with respect to such Acquisition Proposal contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making any other public disclosure that, in the opinion of the Company's counsel, is required by or advisable under applicable Law, provided, further, that except as otherwise permitted in this Section 5.8, the Company does not withdraw or modify, or propose to withdraw or modify, its position with respect to the business, properties, assets, booksMerger or approve or recommend, or records propose to approve or recommend, an Acquisition Proposal. For purposes of this Agreement, "SUPERIOR PROPOSAL" means a bona fide written Acquisition Proposal on ----------------- terms which a majority of the members of the Board of Directors of the Company or the Parent or any of determine in their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, judgment (after consultation with its the Company Financial Advisor or other nationally-recognized independent financial advisors advisors) and outside legal counselafter taking into account all legal, that financial, regulatory and other material aspects of the failure to do so would cause it Acquisition Proposal, and the person making the proposal, to be more favorable from a financial point of view to the Company's stockholders than the Merger, and for which the Board of Directors of the Company determines in breach of its fiduciary dutiestheir good faith judgment (after such consultation) that financing, amend to the extent required, is then committed or grant reasonably likely to be available. The Company will immediately cease and cause to be terminated any waiver existing activities, discussions or release under negotiations with any standstill or similar agreement parties conducted heretofore with respect to any class of equity securities the foregoing, and will promptly inform the individuals or entities referred to in the first sentence of this Section 5.8(a) of the obligations undertaken in this Section 5.8(a). For purposes of this Agreement, an Acquisition Proposal shall not be deemed to exist solely as a result of a person filing a report on Schedule 13G to report ownership of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyCommon Stock.

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof of this Agreement, until the earlier of the Closing or the termination of this Agreement pursuant to Article VIII, the Stockholder and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallSellers shall not, and each the Sellers shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ officers, directors, officers, employees, investment bankersagents, attorneysrepresentatives, accountants, consultants, or advisors and other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) stockholders not to, directly or indirectly, (a) solicit, initiateinitiate or encourage (including by way of furnishing information), or knowingly take any other action to facilitate or encourage the submission of any Takeover Proposal inquiry, proposal or the making offer from any Person relating to (i) any purchase, lease, pledge, license or other acquisition of any proposal that of the assets of the Sellers or of any capital stock or options of, or other equity interests in, the Sellers, whether by any merger, consolidation, business combination, asset sale, stock issuance, recapitalization, reorganization, liquidation, dissolution or any other transaction (other than the transactions contemplated hereby), or (ii) any other transaction the consummation of which could reasonably be expected to lead impede, interfere with, prevent or delay the transactions contemplated hereby or which would or could reasonably be expected to dilute the benefits to the Purchaser of the transactions contemplated hereby (collectively, “Transaction Proposals”), (b) agree to or endorse any Takeover Transaction Proposal, or, subject to Section 6.15(b): or (ic) conduct enter into or engage participate in any discussions or negotiations regarding any Transaction Proposal, or furnish to any other Person any information with respect to any Transaction Proposal or the Business, or otherwise cooperate in any way with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitatefacilitate or encourage, or encourage any effort by, or attempt by any third party (other Person to submit or its potential sources otherwise act in furtherance of financing) that is seeking to make, or has made, any Takeover a Transaction Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting any of the foregoingforegoing provisions of this Section 6.6, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 6.6 by any stockholder (other than either Stockholder), director or executive officer of either of the Sellers or by any investment banker, financial adviser, attorney, accountant or other Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf either of the applicable party or any of its Subsidiaries, Sellers shall be deemed to be a breach of this Section 6.15 6.6 by the applicable partySellers.

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof of this Agreement until the earlier of the Closing and the Termination Dateor termination of this Agreement pursuant to its terms, neither the Company, on the one hand, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries Xxxxxxx-Xxxxxxx and its or subsidiaries shall not (nor will it permit any of its respective Subsidiaries’ officers, directors, officersmembers, employeesshareholders, investment bankersagents, attorneys, accountants, consultants, representatives or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not Affiliates to), directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage of the submission of following actions with any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): party other than SVG and its designees: (i) conduct solicit, encourage, initiate or engage participate in any negotiations or discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities offer or proposal to acquire all or any portion of the Company or the Parent, as applicableBusiness, or any portion of their respective Subsidiariesthe capital stock of any SEG Entity whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction, (ii) disclose any information not customarily disclosed to any Person concerning the Business or afford to any Person access to its properties, books or records as they pertain to the Business, (iii) assist or cooperate with any Person to make any proposal to purchase all or any part of capital stock of any SEG Entity or any assets of the Business, other than inventory in the ordinary course of business, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iiiiv) enter into any agreement in principlewith any Person providing for the acquisition of the Business (whether by way of merger, letter purchase of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreementassets, or other Contract relating otherwise). In the event Xxxxxxx-Xxxxxxx shall receive any offer or proposal, directly or indirectly, of the type referred to in clause (i) or (iii) above, or any request for disclosure or access pursuant to clause (ii) above, it shall immediately inform SVG as to any Takeover Proposal such offer or proposal and will cooperate with SVG by furnishing any information about the offer or proposal it may reasonably request. However, if that offer or proposal would also include the acquisition, whether directly or indirectly, of any part of Xxxxxxx-Xxxxxxx'x business or assets in addition to the Business, Xxxxxxx-Xxxxxxx shall inform the Chairman and Chief Executive Officer of SVG, and SVG shall cause that officer not to disclose the fact of that offer or proposal to any other Person (each, an “Acquisition Agreement”). Without limiting whether within or without SVG) and not to use the foregoing, it is understood fact of that offer or proposal or any violation of information communicated regarding that offer or the taking of actions inconsistent proposal for any purpose other than in connection with the restrictions acquisition of the Business (and only the Business) by SVG. During the period referenced in the first sentence of this Section 4.2(a), any proposal or offer that Xxxxxxx-Xxxxxxx makes regarding the acquisition of Xxxxxxx-Xxxxxxx itself shall clarify that Xxxxxxx-Xxxxxxx has entered into any agreement to sell the Business and Xxxxxxx-Xxxxxxx is bound by the exclusivity provision set forth in this Section 6.15 by 4.2, and shall specifically exclude the Business from any Representative discussions with third parties concerning such offer or proposal. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall restrict the ability of Xxxxxxx-Xxxxxxx to conduct any of the Company aforementioned actions with respect to the acquisition or its Subsidiariespossible acquisition of Xxxxxxx-Xxxxxxx (whether by way or merger, on purchase of capital stock, purchase of assets, tender offer or otherwise) unless such acquisition or possible acquisition will prevent Xxxxxxx-Xxxxxxx from consummating the one handtransactions contemplated hereby; provided, however, that if Xxxxxxx-Xxxxxxx is acquired by a third party, such acquiror shall agree and acknowledge without exception that such acquisition shall in no manner diminish or otherwise affect the Parent obligations of Xxxxxxx-Xxxxxxx hereunder or its Subsidiaries, on under the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyEscrow Agreement.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until of this Agreement and ending on the earlier of the Acquisition Closing and the Termination Datevalid termination of this Agreement in accordance with ‎Section 9.01, neither except as otherwise required by applicable Law (including, for the Companyavoidance of doubt, on the one hand, nor fiduciary duties of the Parent, on members of the other hand, shallCompany Board) the Company shall not, and each shall cause the Company Subsidiaries not to and shall direct its and cause their respective Subsidiaries and Representatives acting on its or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) their behalf not to, directly or indirectly, (i) enter into, solicit, initiate, knowingly facilitate, knowingly encourage or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in continue any discussions or negotiations with, disclose or knowingly encourage any non-public inquiries or proposals by, or participate in any negotiations with, or provide any information relating to to, or otherwise cooperate in any way with, any person or other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (x) sale of 15% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole, (y) sale of 15% or more of the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records outstanding capital stock of the Company or one or more Company Subsidiaries holding assets constituting, individually or in the Parent aggregate, 15% or any more of their respective Subsidiaries tothe consolidated assets of the Company and the Company Subsidiaries, taken as a whole, or knowingly assist(z) merger, participate inconsolidation, facilitateliquidation, dissolution or encourage any effort bysimilar transaction involving the Company or one or more of the Company Subsidiaries holding assets constituting, any third party individually or in the aggregate, 15% or more of the consolidated assets of the Company and the Company Subsidiaries, taken as a whole, in each case, other than with SPAC and its Representatives (or its potential sources of financing) that is seeking to makean “Alternative Transaction”), or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiariesthe Company Subsidiaries in connection with any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, agreement or other Contract written arrangement relating to any Takeover Proposal Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction, (eachv) commence, an “Acquisition Agreement”). Without limiting the foregoingcontinue or renew any due diligence investigation regarding any Alternative Transaction, it is understood that or (vi) resolve or agree to do any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the foregoing or otherwise authorize or permit any of its Representatives acting on its behalf to take any such action. The Company shall, and shall cause the Company Subsidiaries to, and shall direct its and their respective affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction. The Company also agrees that it will promptly request each special purpose acquisition corporation that has prior to the date hereof executed a confidentiality agreement in connection with its Subsidiaries, on the one hand, consideration of an Alternative Transaction to return or the Parent destroy all confidential information furnished to such person by or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed Company prior to be a breach of this Section 6.15 by the applicable partydate hereof.

No Solicitation. (a) Except as permitted by Without limiting the Company's other obligations under this Section 6.15Agreement, the Company agrees that, from the date hereof until the earlier Closing, neither it nor any of its Subsidiaries nor any of the Closing officers and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, directors of it or its Subsidiaries shall, and each that it shall direct and use its reasonable best efforts to cause their respective Subsidiaries its and its or its respective Subsidiaries’ directors, officers, ' employees, agents and representatives (including any investment bankersbanker, attorneys, accountants, consultants, attorney or other agents accountant retained by it or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, initiate, encourage or knowingly take facilitate (including by way of furnishing information) any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries offer with respect to, or knowingly assista transaction to effect, participate ina merger, facilitatereorganization, or encourage any effort byshare exchange, any third party (or its potential sources of financing) that is seeking to makeconsolidation, or has madebusiness combination, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Boardrecapitalization, as applicableliquidation, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill dissolution or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, involving it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, or any purchase or sale of 30% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of its Subsidiaries (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an "Acquisition Proposal"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company, (A) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer, or (B) from participating in negotiations or discussions with or furnishing information to any Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the Board of Directors of the Company after the date hereof; provided further, however, that prior to participating in any such discussions or negotiations or furnishing any information, (i) the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, a copy of which shall be deemed provided only for informational purposes to the Purchaser, and (ii) the Board of Directors of the Company shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that such Acquisition Proposal is reasonably likely to be or to result in a breach Superior Proposal (as defined in Section 6.1(b) hereto) (an Acquisition Proposal which meets all of the conditions set forth in this clause (B), including the Board of Directors of the Company having reached the conclusion set forth in clause (B)(ii), being herein referred to as a "Qualified Acquisition Proposal"), or (C) after the Board of Directors of the Company has received a Qualified Acquisition Proposal, from engaging in negotiations and discussions with the Stockholders (as defined in the Support Agreement) with respect to such Qualified Acquisition Proposal. If the Board of Directors of the Company receives an Acquisition Proposal, the Company shall promptly inform the Purchaser in writing of the terms and conditions of such proposal and the identity of the Person making it, and will keep the Purchaser informed, on a current basis, of the status and terms of any such proposals or offers by any Person (whether written or oral). The Company will, and will cause its Affiliates to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date hereof with any Persons (other than the Purchaser and its Affiliates) conducted heretofore with respect to any Acquisition Proposal, and request the return or destruction of all non-public information furnished in connection therewith. The Company shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which such party or its Subsidiaries is a party; provided, however, that the Company may waive any provisions of a standstill agreement so long as (A) the Company promptly informs the Purchaser in writing of such waiver and the identity of the Person requesting such waiver (and the Company hereby agrees that it will keep the Purchaser informed, on a current basis, of the status and terms of any proposal made by the Person requesting such waiver), (B) such waiver is limited to allowing the party subject to the standstill agreement (x) to submit to the Board of Directors of the Company, on a confidential basis, a written Acquisition Proposal and (y) if such Acquisition Proposal is a Qualified Acquisition Proposal, to pursue discussions and negotiations with respect to such Qualified Acquisition Proposal with the Company, and (C) the Company otherwise observes the terms of this Section 6.15 by the applicable party5.2 with respect to such Acquisition Proposal.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until the earlier of through the Closing and or the Termination Date--------------- earlier termination of this Agreement, neither the Company, on the one hand, nor the Parent, on the other hand, shallSeller shall not, and shall cause each shall direct and cause their respective Subsidiaries and of its affiliates or its respective Subsidiaries’ directors, officers, employees, Representatives (including without limitation investment bankers, attorneysattorneys and accountants), accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, enter into, solicit, initiateinitiate or continue any discussions or negotiations with, or knowingly take encourage or respond to any action inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any corporation, partnership, person or other entity or group, other than Buyer and its Representatives, concerning any sale of all or a portion of the Assets or the Business, or any merger, consolidation, liquidation, dissolution or similar transaction involving the Business and the Assets (each such transaction being referred to facilitate herein as a "Proposed Acquisition Transaction"). ---------------------------------- Seller and its subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative, agent or otherwise, solicit, initiate or encourage the submission of any Takeover Proposal proposal or offer from any person (including, without limitation, a "person" as defined in Section 13(d)(3) of the making Securities Exchange Act of any proposal that could reasonably be expected to lead 1934, as amended) or entity relating to any Takeover ProposalProposed Acquisition Transaction or participate in any negotiations regarding, oror furnish to any other person any information with respect to Seller or any of its subsidiaries for the purposes of, subject or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to Section 6.15(b): seek or effect a Proposed Acquisition Transaction. Notwithstanding the foregoing sentence, (ia) conduct following receipt of a bona fide written offer to consummate a transaction described in the foregoing sentence, Seller may take and disclose to Seller's stockholders a position contemplated by Rule 14e-2 under the Securities Exchange Act of 1934, as amended, or otherwise make appropriate disclosures to its stockholders, (b) Seller may furnish or cause to be furnished information concerning its businesses, properties or assets to a third party, and (c) Seller may engage in any discussions or negotiations withwith a third party, disclose any non-public information relating but in each case referred to in the foregoing clauses (a) through (c), only to the Company or extent that the Parent or any Board of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records Directors of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a Seller concludes in good faith determination, after consultation with its financial advisors and outside legal counsel, counsel that such action is necessary for the failure Board of Directors of Seller to do so would cause it to be in breach of comply with its fiduciary duties, amend obligations under applicable law. Seller hereby represents that it is not now engaged in discussions or grant negotiations with any waiver or release under any standstill or similar agreement party other than Buyer with respect to any class of equity securities of the Company or the Parent, as applicableforegoing. Seller shall notify Buyer promptly (orally and in writing) if any such written offer, or any inquiry or contact with any person with respect thereto, is made and shall provide Buyer with a copy of their respective Subsidiaries, or (B) approve such offer and shall keep Buyer informed on the status of any transaction under, or negotiations regarding such offer. Seller agrees not to release any third party becoming an “interested stockholder” from, or waive any provision of, any confidentiality or standstill agreement to which Seller is a party. In the event that (i) Seller breaches its obligations under this Section 6.2(a), (ii) Board of Directors of Seller accepts a third party offer to enter into a Proposed Acquisition Transaction with another party within six months of the NRS; date of this Agreement, or (iii) enter into if the sale of the Business and the Assets contemplated by this Agreement shall not have occurred on or before October 31, 1997, other than as a result of (A) a material breach of any agreement representation, warranty or covenant in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, this Agreement by Buyer or other Contract relating failure by Buyer to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting satisfy the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions closing conditions set forth in this Section 6.15 Article VII hereof, (B) failure to obtain the necessary permission to close the transaction under the HSR Act or similar laws or (C) the entry of a Court Order by a court of competent jurisdiction to enjoin or prohibit any Representative of the Company or its Subsidiariestransactions contemplated hereby, on Seller shall pay to Buyer a break-up fee in the one handamount of $1,000,000, or plus the Parent or its Subsidiariesamount of Buyer's out-of-pocket expenses (including without limitation the fees and expenses of Buyer's accountants, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyattorneys and consultants).

No Solicitation. (a) Except as permitted by Without limiting the Company’s other obligations under this Section 6.15Agreement, the Company agrees that, from the date hereof until the earlier July 15, 2013, neither it nor any of its Subsidiaries nor any of the Closing officers and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, directors of it or its Subsidiaries shall, and each that it shall direct and use its reasonable best efforts to cause their respective Subsidiaries its and its or its respective Subsidiaries’ directors, officers, employees, agents and representatives (including any investment bankersbanker, attorneys, accountants, consultants, attorney or other agents accountant retained by it or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”of its Subsidiaries) not to, directly or indirectly, (a) initiate, solicit, initiate, encourage or knowingly take facilitate (including by way of furnishing information) any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries offer with respect to, or knowingly assista transaction to effect, participate ina merger, facilitatereorganization, or encourage any effort byshare exchange, any third party (or its potential sources of financing) that is seeking to makeconsolidation, or has madebusiness combination, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Boardrecapitalization, as applicableliquidation, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill dissolution or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, involving it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, or any purchase or sale of 30% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of its Subsidiaries (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an “Acquisition Proposal”), (b) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (c) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company, (i) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer, (ii) from participating in negotiations or discussions with or furnishing information to any Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the Board of Directors of the Company after the date hereof; provided further, however, that prior to participating in any such discussions or negotiations or furnishing any information, (A) the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, a copy of which shall be deemed provided only for informational purposes to the Purchaser, and (B) the Board of Directors of the Company shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that such Acquisition Proposal is reasonably likely to be financially superior to the holders of the Common Stock than the Contemplated Transactions and the sale and issuance of the Series E Preferred Stock, taking into account all relevant factors (including financing, required approvals and the timing and likelihood of consummation and the post-closing prospects for the Company) (an Acquisition Proposal which meets all of the conditions set forth in this clause (ii), including the Board of Directors of the Company having reached the conclusion set forth in clause (ii)(B), being herein referred to as a breach “Qualified Acquisition Proposal”), (iii) after the Board of Directors of the Company has received a Qualified Acquisition Proposal, from engaging in negotiations and discussions with the Company’s stockholders with respect to such Qualified Acquisition Proposal, or (iv) from taking any actions in connection with an Acquisition Proposal if the failure to take such action by the Board of Directors would be inconsistent with their fiduciary duties. If the Board of Directors of the Company receives an Acquisition Proposal, the Company shall promptly inform the Purchaser in writing of the terms and conditions of such proposal and the identity of the Person making it, and will keep the Purchaser informed, on a current basis, of the status and terms of any such proposals or offers by any Person (whether written or oral). The Company will, and will cause its Affiliates to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date hereof with any Persons (other than the Purchaser and its Affiliates) conducted heretofore with respect to any Acquisition Proposal, and request the return or destruction of all non-public information furnished in connection therewith. The Company shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which such party or its Subsidiaries is a party; provided, however, that the Company may waive any provisions of a standstill agreement so long as (x) the Company promptly informs the Purchaser in writing of such waiver and the identity of the Person requesting such waiver (and the Company hereby agrees that it will keep the Purchaser informed, on a current basis, of the status and terms of any proposal made by the Person requesting such waiver), (y) such waiver is limited to allowing the party subject to the standstill agreement (1) to submit to the Board of Directors of the Company, on a confidential basis, a written Acquisition Proposal and (2) if such Acquisition Proposal is a Qualified Acquisition Proposal, to pursue discussions and negotiations with respect to such Qualified Acquisition Proposal with the Company, and (z) the Company otherwise observes the terms of this Section 6.15 by the applicable party5.2 with respect to such Acquisition Proposal.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until Until the earlier of (i) the Closing and (ii) the Termination Datedate of termination of this Agreement pursuant to Section 10.1, neither the Company, on the one hand, nor the Parent, on the other hand, shallElan Parties shall not, and each shall direct and cause not authorize or permit any of their respective Subsidiaries and its or its respective any of their or their Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, respective Representatives or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not Affiliates to, directly or indirectly, take any of the following actions: (A) solicit, initiate, encourage or knowingly take facilitate any action to facilitate or encourage the submission of any Takeover EDT Acquisition Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover ProposalEDT Alternative Transaction, or, subject to Section 6.15(b): (iB) conduct or engage participate in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, assist or records of the Company or the Parent or cooperate with any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party Person (or other than Alkermes and its potential sources of financingdesignees) that is seeking to make, or has madefurnish any Person (other than Alkermes and its designees) with information in connection with, or take any other action to facilitate, any Takeover Proposal; EDT Acquisition Proposal or EDT Alternative Transaction, (iiC) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant disclose any waiver or release under any standstill or similar agreement with respect information to any class of equity securities Person (other than Alkermes and its designees) concerning the business, technologies or properties of the Company or the Parent, as applicableBusiness, or afford to any Person (other than Alkermes and its designees) access to the properties, technologies or Books and Records of their respective Subsidiariesthe Business, other than in the Ordinary Course of Business or as required by applicable Law, or (BD) approve any transaction underpropose, authorize or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principleor understanding (whether binding or nonbinding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreementwritten or oral) relating to, or engage in or consummate, any EDT Alternative Transaction or any agreement or understanding requiring the Elan Parties to abandon, terminate or fail to consummate the Merger and the other Contract relating transactions contemplated by this Agreement or breach their obligations hereunder, except, in the case of clause (B), for any notification by Elan to any Takeover such Person that Elan is contractually restricted from engaging in any such discussions or negotiations. Elan shall promptly (but in any event within one (1) Business Day) notify Alkermes orally and in writing of any EDT Acquisition Proposal (eachor any inquiry regarding the making of any EDT Acquisition Proposal or request for disclosure or access reasonably likely to be related to the making of an EDT Acquisition Proposal, an “indicating, in connection with such notice, the identity of the Person making such EDT Acquisition Agreement”)Proposal or inquiry or request and the terms and conditions of any such EDT Acquisition Proposal or inquiry or request, including all written documentation relating thereto. Without limiting Elan agrees that it shall take the foregoing, necessary steps promptly to inform its Subsidiaries and any of its or their Representatives or Affiliates of the obligations undertaken by it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party5.8(a).

No Solicitation. (a) Except as permitted by this Section 6.15, from From and after the date hereof until the earlier termination of the Closing and the Termination Datethis Agreement, neither the CompanyCompany nor any of its Subsidiaries shall (whether directly or indirectly through advisors, on the one handagents or other intermediaries), nor the Parent, on the other hand, shall, and each shall direct and cause their respective Company or any of its Subsidiaries and authorize or permit any of its or its respective Subsidiaries’ their officers, directors, officersagents, employees, investment bankers, attorneys, accountants, consultants, or other agents representatives or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, (i) solicit, initiate, encourage (including by way of furnishing information) or knowingly take any action knowingly to facilitate or encourage the submission of any Takeover Proposal inquiries, proposals or offers (whether or not in writing) from any person other than Parent relating to, (A) any acquisition or purchase of 15% or more of the making consolidated assets of Company and its Subsidiaries (including through the formation of a joint venture) or of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the equity securities of Company or the Parent or any of their respective Subsidiaries toits Subsidiaries, afford access to the business, properties, assets, books, (B) any tender offer or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party exchange offer (or its potential sources of financingincluding a self-tender offer) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to for any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall (C) any merger, consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or similar transaction involving Company or any of its Subsidiaries or (D) any other transaction the consummation of which would or could reasonably be deemed expected to be impede, interfere with, prevent or materially delay the Merger (any of the foregoing, a breach "TRANSACTION PROPOSAL"), or agree to, approve or endorse any Transaction Proposal, or (ii) enter into or participate in any discussions or negotiations regarding any of this Section 6.15 by the applicable party.foregoing, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort

No Solicitation. (a) Except as permitted by this Section 6.15Prior to Closing, from the date hereof until the earlier of the Closing Company shall not and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, shallshall cause each Subsidiary and its Subsidiaries' officers and directors not to, and each of the foregoing shall direct and cause not permit their respective Subsidiaries and its agents, representatives, advisors or its respective Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors subsidiaries to (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, whether directly or indirectly, ) (i) solicit, initiate, initiate or knowingly take any action knowingly to facilitate or encourage the submission of inquiries, proposals or offers ("Acquisition Proposals") from any Takeover Proposal Third Party relating to (A) any acquisition or purchase of assets of the making Company and its Subsidiaries other than in the ordinary course of business consistent with past practice, (B) the purchase of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records equity security of the Company or the Parent any of its Subsidiaries (including a self tender offer) or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) security that is seeking to makeconvertible, exchangeable or has madeexercisable for any equity security, any Takeover Proposal; (ii) (A) except where other than Securities issued in connection with corporate partnering activities entered into by the Company Board or in the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach ordinary course of its fiduciary dutiesBusiness (provided that such Securities shall not have an aggregate value in excess of $5 million) or pursuant to the Equity Incentive Plans, amend or grant (C) any waiver or release under any standstill merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar agreement with respect to any class of equity securities of transaction involving the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, or (D) any other transaction the consummation of which would, or could reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement (each of the foregoing items set forth in (A) through (D), an "Alternative Transaction"), or agree to or endorse any Alternative Transaction, or (ii) enter into or participate in any discussions or negotiations regarding any of the foregoing, or furnish to any Third Party any information with respect to its business, properties or assets or any of the foregoing, or otherwise cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt by any Third Party (other than the Purchasers) to do or seek any of the foregoing. Subject to the provisions of the previous sentence, the Company shall immediately cease and cause its Subsidiaries and its and their advisors, agents and other intermediaries to cease any and all existing activities, discussions or negotiations with any Third Party conducted heretofore with respect to any of the foregoing, except to advise such Third Party of the existence of the provisions of this Section, and shall use its reasonable best efforts to cause any such parties in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information in the possession of any such Third Party or in the possession of any agent or advisor of any such Third Party; provided, however, that the foregoing shall not prohibit the Company (either directly or indirectly through advisors, agents or other intermediaries) from (i) furnishing information pursuant to an appropriate confidentiality letter (which letter shall not be less favorable to the Company in any material respect than the Confidentiality Agreement, and a copy of which shall be deemed provided for informational purposes only to the Purchasers) concerning the Company and its businesses, properties or assets to a Third Party who has made a bona fide Acquisition Proposal, (ii) engaging in discussions or negotiations with such a Third Party who has made a bona fide Acquisition Proposal, (iii) following receipt of a bona fide Acquisition Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or otherwise making disclosure to its stockholders and/or (iv) taking any non-appealable, final action ordered to be a breach of this Section 6.15 taken by the Company by any court of competent jurisdiction but in each case referred to in the foregoing clauses (i) through (iv) only to the extent that the Board of the Company shall have concluded in good faith after consultation with outside counsel that such action is required to prevent the Board of the Company from breaching its fiduciary duties to the stockholders of the Company under applicable partylaw (it being understood that the Board of the Company may rely on the written advice of its outside counsel in good faith and the Purchasers agree not to take a contrary position to any such written advice); provided, further, that (A) the Board shall not take any of the foregoing actions until after it provides at least three (3) Business Days prior notice to the Purchasers of its intent to take such action; and (B) if the Board receives an Acquisition Proposal, then the Company shall promptly inform the Purchasers of the terms and conditions of such Acquisition Proposal and the identity of the Person making it.

No Solicitation. On the date hereof, the Company shall and shall cause each Subsidiary and its Subsidiaries' officers and directors to, and each of the foregoing shall cause their respective Agents, representatives, advisors or subsidiaries, to cease any discussions or negotiations with any parties (aother than the Purchaser) Except that may be ongoing with respect to (A) any acquisition or purchase of a material amount of assets of the Company and its Subsidiaries (other than properties disclosed in writing to Apollo as permitted possible candidates for disposition), (B) the purchase of any equity securities of the Company or any Subsidiary (including a self tender offer) or any securities that are convertible, exchangeable or exercisable for any equity securities, (C) any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any Subsidiary (other than a Permitted Acquisition), or (D) any other transaction the consummation of which would, or could reasonably be expected to, impede, interfere with, prevent or materially delay the transactions contemplated by this Section 6.15Agreement or which would, from or could reasonably be expected to, materially dilute the benefits to the Purchaser of the transactions contemplated hereby (each of the foregoing items set forth in (A) through (D), an "Alternative Transaction"). From the date hereof until the earlier of through the Closing and the Termination Date, neither the CompanyCompany shall not, on the one hand, nor the Parent, on the other hand, shall, shall cause each Affiliate not to and each shall direct and cause their respective Subsidiaries and not authorize or permit any of its or its respective Subsidiaries’ directors, any such Person's officers, employeesdirectors or employees or any investment banker, investment bankersfinancial advisor, attorneysattorney, accountants, consultants, accountant or other agents or advisors (with respect to representative representing any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not Person to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), or knowingly take any other action to facilitate or encourage the submission of facilitate, any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to may lead to an Alternative Transaction (it being understood that public announcement of the execution of this Agreement, and disclosure of the terms thereof, shall not in any Takeover Proposal, or, subject way be deemed to Section 6.15(b): be a solicitation in violation of this clause (i)) conduct or engage (ii) participate in any discussions or negotiations withwith any third party regarding any proposed Alternative Transaction unless the Company's Board of Directors determines in good faith that failure to take such action would be a violation of its fiduciary duties under applicable law. Notwithstanding anything else in this Agreement to the contrary, disclose if the Company's Board of Directors determines in good faith the terms of any non-public information relating Alternative Transaction are more favorable to the Company or and its shareholders than the Parent transactions contemplated by this Agreement, the Company may terminate this Agreement. In the event the Company or any of their respective its Subsidiaries to, afford access to or Affiliates receives an indication of interest or engages in any discussions or negotiations with any parties (other than the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingPurchasers) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of Alternative Transaction, the Company or shall promptly notify the Parent, as applicable, or any Apollo Purchasers of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyoccurrence within two business days.

No Solicitation. (a) Except as permitted by this Section 6.15, from the date hereof until Until the earlier of (i) the Closing and Closing, or (ii) the Termination Datedate of termination of this Agreement pursuant to the provisions of SECTION 8.1 hereof, neither the CompanySeller shall not (nor shall Seller permit, on the one handas applicable, nor the Parent, on the other hand, shall, and each shall direct and cause any of their respective Subsidiaries and its or its respective Subsidiaries’ Affiliates or any officers, directors, officersEmployees, employeesstockholders, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to representatives of any Person, of the foregoing Persons are referred to herein as such Person’s “Representatives”) not to), directly or indirectly, take any of the following actions with any party other than Buyer and its representatives, advisors and designees: (a) solicit, initiateencourage, seek, entertain, support, assist, initiate or participate in any inquiry, negotiations or discussions, or knowingly take enter into any action agreement, with respect to any offer or proposal to acquire all or any material part of the Business, the assets (tangible or intangible), properties or technologies (including the Quitclaim IP) of Target, its Subsidiaries or the Business, or any amount of Shares or other Ordinary Shares (whether or not outstanding), whether by merger, consolidation, purchase of shares or assets, tender offer, other business combination, license or otherwise, or effect any such transaction, (b) disclose any information not customarily disclosed to any Person concerning the Business, the assets (tangible or intangible), properties or technologies (including the Quitclaim IP) of Target, its Subsidiaries or the Business, or afford to any Person access to the properties, technologies, books or records of same, not customarily afforded such access, (c) assist, facilitate or encourage the submission of cooperate with any Takeover Proposal or the making of Person to make any proposal that could reasonably be expected to lead regarding the transactions referenced in clause (a), or (d) enter into any agreement with any Person relating to any Takeover Proposalof the foregoing. Seller shall immediately cease and cause to be terminated any such negotiations, ordiscussions, grants of access, sharing of information or agreements (other than with Buyer) that are the subject to Section 6.15(b): matter of clause (ia), (b), (c) conduct or engage in any discussions or negotiations with(d) above. In the event that Seller, disclose any non-public information relating to the Company or the Parent Xxxxxxx Xxxxxx or any of their respective Subsidiaries toAffiliates shall receive, afford access prior to the businessClosing or the termination of this Agreement in accordance with SECTION 8.1 hereof, propertiesany offer, assets, booksproposal, or records request, directly or indirectly, of the Company or the Parent or any of their respective Subsidiaries totype referenced in clause (a), (c), or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financingd) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicableabove, or any of their respective Subsidiariesrequest for disclosure or access as referenced in clause (b) above, Seller shall immediately (x) suspend any discussions with such offeror or party with regard to such offers, proposals, or requests and (By) approve notify Buyer thereof in writing promptly (but in any transaction underevent within two (2) Business Days of receipt of same), which notice shall include information as to the identity of the offeror or the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as Buyer may reasonably request. The parties hereto agree that irreparable damage would occur in the event that the provisions of this SECTION 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Buyer shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this SECTION 4.2 and to enforce specifically the terms and provisions hereof in any court of the United States or any third party becoming an “interested stockholder” under the NRS; state thereof or (iii) enter into any agreement foreign court having jurisdiction, this being in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating addition to any Takeover Proposal (each, an “Acquisition Agreement”)other remedy to which Buyer may be entitled at law or in equity. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 above by any Representative officer, director, agent, employee, independent contractor, member, stockholder, agent, representative, Subsidiary or Affiliate of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, Seller shall be deemed to be a breach of this Section 6.15 Agreement by the applicable partySeller.

No Solicitation. (a) Except as permitted by During the term of this Section 6.15, from the date hereof until the earlier of the Closing and the Termination DateAgreement, neither the Company, on the one handJupiter nor Media Metrix shall, nor the Parentshall either of such companies authorize or permit any of its Subsidiaries or any of its, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and its or its respective Subsidiaries’ ', directors, officers, employees, investment bankersadvisors, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not torepresentatives, directly or indirectly, to, solicit, initiate, encourage or knowingly take facilitate, or furnish or disclose non-public information in furtherance of, any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal with respect to any recapitalization, merger, consolidation or other business combination involving such company, or the acquisition of 15% or more of the outstanding capital stock of such company or any of its Subsidiaries or the acquisition of 15% or more (on a book value or fair market value basis) of the assets of such company and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (each, a "Competing Transaction"), or negotiate or otherwise engage in discussions with any person (other than Media Metrix, Merger Sub, Jupiter or their respective directors, officers, employees, advisors, agents or representatives) with respect to any Competing Transaction or enter into any Contract or understanding requiring it to abandon, terminate or fail to consummate the Merger or any of the other transactions contemplated by this Agreement, and will immediately cease all existing activities, discussions and negotiations with any persons conducted heretofore with respect to any proposal for a Competing Transaction and request the return or destruction of all non-public information furnished in connection therewith; provided that, at any time prior to receipt of the stockholder approval referred to in Section 3.18 or 4.18, as applicable, Media Metrix or Jupiter (each, sometimes, a "company"), as the case may be, may, subject to compliance with Section 5.7(b), furnish information to, and negotiate or otherwise engage in discussions with, any person (a "Third Party") who (x) delivers a bona fide written proposal for a Competing Transaction which was not solicited, initiated, encouraged or facilitated by such company, directly or indirectly, after the date of this Agreement or otherwise resulted from a breach of this Section 5.7, and (y) enters into an appropriate confidentiality agreement with such company (which agreement shall be no less favorable to such company than the applicable Confidentiality Agreement and a copy of which will be delivered to the other company promptly after the execution thereof), if, but only if, the Board of Directors of such company determines in good faith by a majority vote, (i) after consultation with, and receipt of advice from, its outside legal counsel, that failing to take such action would constitute a breach of the fiduciary duties of such Board of Directors under applicable Law, and (ii) after consultation with such company's independent financial advisors, that such proposal could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): a Superior Transaction (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”hereinafter defined). Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable party.

No Solicitation. (a) Except as permitted by this Section 6.15, from From the date hereof until the earlier of the Closing and the Termination DateClosing, neither the Company, on the one handSeller nor any of its Affiliates shall, nor the Parent, on the other hand, shall, and each shall direct and cause their respective Subsidiaries and any Seller or any of its Affiliates authorize or permit any of its or its respective Subsidiaries’ their officers, directors, officers, employees, investment bankers, attorneys, accountants, consultants, consultants or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly (i) take any action to facilitate solicit, initiate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Acquisition Proposal, or, subject to Section 6.15(b): (iii) conduct or engage in any discussions or negotiations with, disclose furnish any non-public nonpublic information relating to the Business, the Company or the Parent or any of their respective the Subsidiaries to, or afford access to the business, properties, assets, books, books or records of the Business, the Company or the Parent or any of their respective the Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate, facilitate or encourage any effort by, by any third party (or its potential sources of financing) Person that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board an Acquisition Proposal or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach modification of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; a previously received Acquisition Proposal or (iii) enter into any agreement in principlewith respect to an Acquisition Proposal. For purposes of this Agreement, letter of intentan Acquisition Proposal shall mean other than the transactions contemplated by this Agreement, term sheetany third party offer, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreementproposal or inquiry relating to, or other Contract relating to any Takeover Proposal (eachindication of interest in, an “Acquisition Agreement”). Without limiting any acquisition or purchase, direct or indirect, whether by way of asset purchase, stock purchase, merger, consolidation, share exchange, business combination or otherwise, of any material assets of the foregoingBusiness, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiariesany Subsidiary (other than sales of inventory and used rental equipment in the ordinary course of business, on consistent with past practice) or any other transaction the one handconsummation of which could reasonably be expected to frustrate the purposes of, impede, interfere with, prevent or materially delay the Parent transactions contemplated by this Agreement or its Subsidiaries, on that could reasonably be expected to dilute materially the other hand, whether or not such Representative is purporting benefits to act on behalf the Investors of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of transactions contemplated by this Section 6.15 by the applicable partyAgreement.

No Solicitation. (a) Except as permitted Immediately after the execution of this Agreement by this Section 6.15the Parties, from each of Parent, Seller, the date hereof until the earlier of the Closing Company and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, Subsidiary shall, and shall cause each shall direct and cause of their respective Subsidiaries and its or its respective Subsidiaries’ officers, directors, officers, employees, investment bankers, attorneys, accountants, consultants, or accountants and other agents (collectively, “Representatives”) to, cease and terminate any existing activities, discussions or advisors (negotiations with any parties conducted heretofore with respect to any Personaction that would constitute an Acquisition Proposal and shall, to the foregoing Persons are referred extent it has not done so already, notify each party that it, or any officer, director, investment advisor, financial advisor, attorney or other Representative retained by it, no longer seeks or requests the making of any Acquisition Proposal, and withdraws any consent theretofore given to herein as such Person’s “Representatives”) not tothe making of an Acquisition Proposal. Parent and Seller shall not, and shall cause the Company and the Subsidiary to not, directly or indirectly, solicit, initiate, initiate or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose or provide any non-public information relating to or otherwise cooperate in any other way with, or facilitate or encourage any effort to attempt to, or enter into any agreement or understanding with, any Person or group of Persons regarding any Acquisition Proposal. Seller shall promptly (and in any event within two (2) days) notify Buyer of (a) the Company or receipt by Parent, Seller, the Parent Company, the Subsidiary or any of their respective Subsidiaries to, afford access to the business, properties, assets, booksRepresentatives of any inquiries, or records of the Company proposals or the requests for information concerning an Acquisition Proposal, or (b) Parent or Seller becoming aware that any of their respective Subsidiaries tosuch inquiries or proposals have been received by the Company, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Board, as applicable, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicableSubsidiary, or any of its or their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter Representatives and shall provide Buyer with a copy of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract all written materials relating to any Takeover Proposal (eachsuch inquiries, an “Acquisition Agreement”). Without limiting proposals or requests; provided, however, that, if Seller is a party to a confidentiality agreement as of the foregoing, it is understood that any violation of or the taking of actions inconsistent date hereof with the restrictions set forth in this Section 6.15 by any Representative party submitting an Acquisition Proposal and such confidentiality agreement actually restricts the delivery of such written materials, Seller shall provide Buyer with a written summary of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not material terms of such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed to be a breach of this Section 6.15 by the applicable partyAcquisition Proposal.

No Solicitation. (a) Except as permitted by Without limiting the Company’s other obligations under this Section 6.15Agreement, the Company agrees that, from the date hereof until the earlier Closing, neither it nor any of its Subsidiaries nor any of the Closing officers and the Termination Date, neither the Company, on the one hand, nor the Parent, on the other hand, directors of it or its Subsidiaries shall, and each that it shall direct and use its reasonable best efforts to cause their respective Subsidiaries its and its or its respective Subsidiaries’ directors, officers, employees, agents and representatives (including any investment bankersbanker, attorneys, accountants, consultants, attorney or other agents accountant retained by it or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”of its Subsidiaries) not to, directly or indirectly, (a) initiate, solicit, initiate, encourage or knowingly take facilitate (including by way of furnishing information) any action to facilitate or encourage the submission of any Takeover Proposal inquiries or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.15(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or the Parent or any of their respective Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or the Parent or any of their respective Subsidiaries offer with respect to, or knowingly assista transaction to effect, participate ina merger, facilitatereorganization, or encourage any effort byshare exchange, any third party (or its potential sources of financing) that is seeking to makeconsolidation, or has madebusiness combination, any Takeover Proposal; (ii) (A) except where the Company Board or the Parent Boardrecapitalization, as applicableliquidation, makes a good faith determination, after consultation with its financial advisors and outside legal counsel, that the failure to do so would cause it to be in breach of its fiduciary duties, amend or grant any waiver or release under any standstill dissolution or similar agreement with respect to any class of equity securities of the Company or the Parent, as applicable, or any of their respective Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under the NRS; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract relating to any Takeover Proposal (each, an “Acquisition Agreement”). Without limiting the foregoing, involving it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 6.15 by any Representative of the Company or its Subsidiaries, on the one hand, or the Parent or its Subsidiaries, on the other hand, whether or not such Representative is purporting to act on behalf of the applicable party or any of its Subsidiaries, shall be deemed or any purchase or sale of 15% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning or having the right to be acquire securities representing 15% or more of the Voting Securities (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction, including any single or multi-step transaction or series of related transactions (other than a breach proposal or offer made by the Purchaser or any of its Affiliates) being hereinafter referred to as an “Acquisition Proposal”), (b) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or take action to facilitate any effort or attempt to make or implement an Acquisition Proposal, (c) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to an Acquisition Proposal (an “Acquisition Agreement”) or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that the provisions of this Section 6.15 5.2 (except for the last five (5) sentences of this Section 5.2) shall not apply to discussions with respect to a Permitted Equity Offering with the Persons listed on Schedule 5.2 of the Company Disclosure Letter; provided, further, however, the foregoing shall not prohibit the Company, (i) from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a bona fide tender offer or exchange offer or (ii) from participating in negotiations or discussions with or furnishing information to any Person in connection with an unsolicited bona fide Acquisition Proposal which is submitted in writing by such Person to the applicable party.Board of Directors after the date hereof; provided, further, however, that prior to participating in any such discussions or negotiations or furnishing any information, (A) the Company receives from such Person an executed confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement, a copy of which shall be provided only for informational purposes to the Purchaser and (B) the Board of Directors shall have concluded in good faith, after consulting with its outside financial advisors and counsel, that such Acquisition Proposal is reasonably likely to be or to result in a Superior Acquisition Proposal (as defined below). If, prior to the Closing, the Board of Directors receives an Acquisition Proposal, the Company shall promptly (and in no event later than 24 hours after receipt of such Acquisition Proposal) inform the Purchaser in writing of the terms and conditions of such proposal and the identity of the Person making it, and will keep the Purchaser informed, on a current basis, of the status and terms of any such proposals or offers by any Person (whether written or oral). The Company will, and will cause its Affiliates to, immediately cease and cause to be terminated any activities, discussions or