Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notNeither BIZ nor Litronic will, directly nor will it authorize or indirectly, through permit any officer, director, employee, representative (including consultant or contractor of or any financial investment banker, attorney, accountant or other advisor) advisor or agent representative of, either party to, directly or otherwiseindirectly, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with regarding, or furnish to any Person (person any information in respect of, or take any other than action to facilitate, any Purchaser Party Acquisition Proposal or Purchaser Party Representative) regarding any inquiryinquiries or the making of any proposal that constitutes, proposal or offer that constitutes or could may reasonably be expected to constitute an Acquisition Proposal; (iii) acceptlead to, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal. Notwithstanding the foregoing, in the event that either BIZ or take no position or remain neutral with respect toLitronic, any public as the case may be, receives an unsolicited Acquisition Proposal; or , it shall be entitled to negotiate with the third party making such proposal and to provide information to such third party if the Board of Directors' of either BIZ or Litronic, as the case may be, fiduciary duty to its respective stockholders requires that either BIZ or Litronic, as the case may be, conduct such negotiations and provide such material in order to make its recommendation to its respective stockholders regarding the approval or disapproval of the Merger. Each BIZ or Litronic, as the case may be, shall notify the other party of any Acquisition Proposal (ivincluding the material terms and conditions thereof and the identity of the person making it) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminateas promptly as practicable after its receipt thereof, and cause to be terminatedshall provide the other party with a copy of any written Acquisition Proposal or amendments or supplements thereto, and shall thereafter inform the other party on a prompt basis of the status of any solicitationdiscussions or negotiations with such a third party, encouragement, discussion, negotiation, or other activities commenced prior and any material changes to the date terms and conditions of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any such Acquisition Proposal, and shall provide promptly give the Purchaser other party a copy of any information delivered to such person which has not previously been reviewed by the other party. Immediately after the execution and delivery of this Agreement, each of BIZ and Litronic will, and will use its reasonable best efforts to cause its affiliates, and their respective officers, directors, employees, consultants, contractors, investment bankers, attorneys, accountants and other agents and representatives to, cease and terminate any existing activities, discussions or negotiations with any parties conducted heretofore in respect of any possible Acquisition Proposal. Each of BIZ and Litronic shall take all necessary steps to promptly inform the Company with copies individuals or entities referred to in the first sentence of this Section 7.8 of the obligations undertaken in this Section 7.8. "Acquisition Proposal" means an inquiry, offer or proposal regarding any of the following (other than the transactions contemplated by this Agreement) involving either BIZ or Litronic, as the case may be: (v) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (w) any sale of shares of capital stock of either BIZ or Litronic, as the case may be, (x) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all written documentsor substantially all the assets of either BIZ or Litronic, correspondence as the case may be, in a single transaction or other material received by series of related transactions; (y) any tender offer or exchange offer for 20% or more of the Shareholder, its affiliates outstanding capital stock of or its, his, or her Representatives in respect of, from or on behalf the filing of any such Person a registration statement under the Securities Act in connection therewith and if not in writing therewith; or electronic form(z) any public announcement of a proposal, a description plan or intention to do any of the material terms foregoing or any agreement to engage in any of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesforegoing.

Non-Solicitation. The Shareholder hereby covenants (a) Upon execution of this Agreement, Seller shall and irrevocably shall cause its Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to, or that may reasonably be expected to lead to, an Acquisition Proposal. Seller shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of Seller to promptly return or destroy all information, documents, and materials relating to the Acquisition Proposal or to Seller or its businesses, operations or affairs heretofore furnished by Seller or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. (b) Seller agrees that it shallshall not, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notthat it shall cause its Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way the submission of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, indication of interest, proposal or offer that constitutes constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with regarding, or furnish any non-public information to any Person (other than any Purchaser Party or Purchaser Party RepresentativeBuyer) regarding any inquiryin connection with, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) accept, approve, endorse enter into any letter of intent or recommendagreement related to an Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 5.15(c)), or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, approve or recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (bc) immediately cease and terminateFor purposes of this Agreement, and cause to be terminated“Acquisition Proposal” means any inquiry, indication of interest, proposal or offer for any solicitationtransaction or series of related transactions involving (i) a merger, encouragementtender offer, discussionrecapitalization, negotiationreorganization, liquidation, dissolution, business combination or consolidation, or any similar transaction, involving Seller or the Business, (ii) a sale, lease, license, exchange, mortgage, pledge, transfer or other activities commenced prior to acquisition of assets that constitute at least 15% of the date Assets, taken as a whole, or (iii) a purchase or other acquisition (including by way of merger, consolidation, stock exchange or otherwise) of beneficial ownership (the term “beneficial ownership” for purposes of this Agreement with any Person (other than any Purchaser Party having the meaning assigned thereto in Section 13(d) of the Exchange Act and the rules and regulations thereunder) of securities representing 15% or Purchaser Party Representative) with respect to any more of the voting power of Seller; provided, however, that the term “Acquisition Proposal; and (c) immediately notify ” shall not include the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesContemplated Transactions.

Non-Solicitation. The Shareholder hereby covenants Each Stockholder shall not, and irrevocably agrees shall instruct his, her or its Representatives not to, directly or indirectly (a) initiate, solicit or knowingly encourage any inquiries, discussions or proposals regarding any Alternative Proposal (including by providing non-public information to any Person for the purpose of making, evaluating, or determining whether to make or pursue, any inquiries or proposals with respect to any Alternative Proposal), (b) continue, propose, enter into or participate in any way in negotiations or discussions with respect to any Alternative Proposal, or (c) enter into any letter of intent, agreement in principle, acquisition agreement or other agreement or understanding providing for any Alternative Proposal; provided, however, that it shallnotwithstanding anything to the contrary contained in this Agreement, from the date hereof until the earlier of each Stockholder shall be permitted to (i) inform any Person of the termination existence of the provisions contained in this Agreement pursuant to Article 4 and Agreement, (ii) contact any Person or group of Persons who has made an Alternative Proposal to clarify and understand the Effective Time: terms and conditions thereof, (aiii) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in discussions or negotiations with, provide information to or fully cooperate with, the Person or group of Persons who has made a bona fide Alternative Proposal, the Company, and the Representatives of the Person or group of Persons who has made such Alternative Proposal or the Company regarding such Alternative Proposal or otherwise facilitate or fully participate in such Alternative Proposal, (iv) take any other action that would be permissible for the Company to take under Section 6.2 of the Merger Agreement or (v) to take any action with respect to any Alternative Proposal, including entering into any letter of intent, agreement in principle, acquisition agreement or other agreement or understanding with respect to such Stockholder’s Shares, future employment or otherwise; provided that (x) each Stockholder may take the actions set forth in clauses (iii), (iv) and (v) above if, and only during such time as, the Company is permitted, under Section 6.2 of the Merger Agreement, to have discussions or negotiations with any Person respect to such Alternative Proposal and (other than any Purchaser Party or Purchaser Party Representativey) regarding any inquiry, proposal or offer that constitutes or could reasonably no Stockholder shall be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter bound by the provisions of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to this Section 12 from the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) until the Solicitation Period End Time with respect to any Acquisition Proposal; and (c) immediately notify action taken at the Purchaser and direction, or with the Company, at first orally, and then promptly and in any event within 24 hours in writingpermission, of any Acquisition Proposalthe Transaction Committee in connection with an action that the Transaction Committee, and shall provide the Purchaser and the Company with copies of all written documents, correspondence Board or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description Company is permitted to take under Section 6.2 of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesMerger Agreement.

Non-Solicitation. The Shareholder hereby covenants (a) During the period commencing on the Distribution Date and irrevocably concluding on the one-year anniversary thereof, Ashland Global agrees that neither it nor any member of the Ashland Global Group shall, without Valvoline’s prior written consent, directly or indirectly (including through a representative of a member of the Ashland Global Group) solicit for employment or to provide services (whether as a director, officer, employee, consultant or temporary employee) any person who is at such time, or who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Valvoline Group (whether as a director, officer, employee, consultant or temporary employee), except that this Section 13.01(a) shall not preclude any member of the Ashland Global Group or any other person from the date hereof until the earlier of entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the termination of this Agreement pursuant soliciting party did not instruct such agency to Article 4 and target such person specifically, (ii) who initiates discussions with the Effective Time: (a) not, directly soliciting party regarding such employment on his or indirectly, through any officer, director, employee, representative (including any financial her own initiative and without direct solicitation by the soliciting party or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access toits representatives, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse at any time after the date of such person’s termination of employment or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter services by a member of intent, understanding or arrangement relating to an Acquisition Proposalthe Valvoline Group without cause. (b) immediately cease During the period commencing on the Distribution Date and terminateconcluding on the one-year anniversary thereof, and cause Valvoline agrees that neither it nor any member of the Valvoline Group shall, without Ashland Global’s prior written consent, directly or indirectly (including through a representative of a member of the Valvoline Group) solicit for employment or to be terminatedprovide services (whether as a director, officer, employee, consultant or temporary employee) any solicitation, encouragement, discussion, negotiationperson who is at such time, or other activities commenced who at any time during the three-month period prior to such time had been, employed by or providing services to a member of the Ashland Global Group, except that this Section 13.01(b) shall not preclude any member of the Valvoline Group or any other person from entering into discussions with or soliciting any person (i) who responds to any public advertisement or general solicitation; provided that the soliciting party did not instruct such agency to target such person specifically, (ii) who initiates discussions with the soliciting party regarding such employment on his or her own initiative and without direct solicitation by the soliciting party or its representatives or (iii) at any time after the date of this Agreement with any Person (other than any Purchaser Party such person’s termination of employment or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received services by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description member of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesAshland Global Group without cause.

Non-Solicitation. The Shareholder hereby covenants (a) Caza shall immediately cease and irrevocably agrees that it shallcause to be terminated all existing discussions and negotiations (including, from without limitation, through any of its Representatives on its behalf), if any, with any other Person initiated before the date hereof until the earlier of (i) the termination of this Agreement pursuant with respect to Article 4 any Acquisition Proposal and (ii) shall immediately request the Effective Time:return or destruction of all information provided to any third parties which have entered into a confidentiality agreement with such party relating to an Acquisition Proposal and shall use all reasonable commercial efforts to ensure that such requests are honoured. (ab) Caza shall not, directly or indirectly, through any officer, director, employee, representative (including any financial do or other advisor) authorize or agent or otherwise, and shall not permit any such person toof its Representatives to do, any of the following: (i) solicit, assistfacilitate, initiate, initiate or knowingly encourage or otherwise take any action to solicit, facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, encourage any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any negotiations or initiate any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal, or furnish to any other Person any information with respect to its business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing; (iii) accept, approve, endorse or recommendwaive, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalotherwise forbear in the enforcement of, or take no position enter into or remain neutral with participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect toof, any public Acquisition Proposalrights or other benefits under confidential information agreements; or (iv) accept, approverecommend, endorse, recommend or execute approve or enter into or publicly propose an agreement to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to implement an Acquisition Proposal., provided, however, that notwithstanding any other provision hereof, Caza and its Representatives may: (bv) immediately cease and terminate, and cause to be terminated, enter into or participate in any negotiations or discussions with a third party who (without any solicitation, initiation or encouragement, discussiondirectly or indirectly, negotiation, or other activities commenced prior to after the date of this Agreement, by Caza or any of its Representatives) seeks to engage in such negotiations or discussions and, subject to the existence or execution of a confidentiality agreement having terms and provisions substantially similar to the Confidentiality Agreement (provided that unless such confidentiality agreement has been entered into on or before the date of this Agreement, it shall provide for disclosure thereof (along with any Person (all information provided thereunder) to the other than any Purchaser Party or Purchaser Party Representative) with respect party hereto as set out below), may furnish to any Acquisition Proposal; and (c) immediately notify the Purchaser such third party information concerning Caza and the Companyits business, at first orallyproperties and assets, in each case if, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated only to the Shareholder, its affiliates or its, his, or her Representatives.extent that:

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it (1) Except as expressly provided in this Article 7, neither Party shall, from directly or indirectly, do or authorize or permit any of its Representatives to do, any of the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Timefollowing: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company a Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingsubsidiary) any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes could reasonably be expected to lead to an Acquisition ProposalProposal in respect of such Party; (iib) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) regarding any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes or could reasonably be expected to constitute or lead to an Acquisition ProposalProposal in respect of such Party; (iiic) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any public Acquisition ProposalProposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal for a period of no more than five business days will not be considered to be in violation of this Section 7.1 provided the board of directors of the Party subject to the Acquisition Proposal has rejected such Acquisition Proposal and affirmed the Alacer Board Recommendation or the SSR Board Recommendation, as the case may be, before the end of such five business day period (or, in the event that the Alacer Meeting or the SSR Meeting, as the case may be, is scheduled to occur within such five business day period, prior to the third business day prior to the date of the Alacer Meeting or SSR Meeting, as the case may be)); or (ivd) accept, approve, endorse, recommend or execute or enter into into, or publicly propose to accept, approve, endorse, recommend or execute or enter into into, any agreement, letter of intent, agreement in principle, agreement, arrangement or understanding or arrangement relating to in respect of an Acquisition ProposalProposal (other than a confidentiality and standstill agreement contemplated under Section 7.3(1)). (b2) Each Party shall, and shall cause its Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will: (a) immediately discontinue access to and disclosure of any of its confidential information, including any data room and any confidential information, properties, facilities, books and records of such Party or of any of its subsidiaries; and (cb) immediately notify within two business days of the Purchaser and date of this Agreement request (i) the Company, at first orally, and then promptly and in any event within 24 hours in writing, return or destruction of all copies of any confidential information regarding such Party or any of its subsidiaries provided to any person who has entered into a confidentiality agreement or similar agreement with such Party relating to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) Each Party represents that it has not, in the year prior to the date of this Agreement, waived any confidentiality, standstill or similar agreement or restriction to which such Party or any of its subsidiaries is a party relating to an Acquisition Proposal, and each Party further covenants and agrees that (i) it shall provide take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its subsidiaries is a party and (ii) neither it, nor any of its Representatives will, without the Purchaser prior written consent of the other Party (which may be withheld or delayed in the other Party’s sole and the Company with copies of all written documentsabsolute discretion), correspondence or other material received by the Shareholder, its affiliates or its, hisrelease any person from, or her Representatives in respect ofwaive, from amend, suspend or on behalf otherwise modify such person’s obligations respecting such Party, or any of its subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which such Party or any of its subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such Person agreement, restriction or covenant in connection therewith and if not in writing or electronic form, accordance with their terms as a description result of the material terms entering into and announcement of this Agreement shall not be a violation of this Section 7.1(3). (4) Each Party shall advise its Representatives of the prohibitions set out in this Article 7 and any violation of the restrictions set forth in this Article 7 by a Party’s Representatives is deemed to be a breach of this Article 7 by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesParty.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until Until the earlier of (ix) the Closing Date, or (y) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: IX, whichever is earlier, (a) notSeller shall not (and cause its Representatives not to), directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: : (i) solicit, encourage, assist, initiateinitiate or facilitate the making, knowingly encourage submission or otherwise facilitate announcement of any Transaction Proposal, (including by way of furnishing ii) furnish any non-public information regarding Seller, the MYO-T12 Activities and/or the Acquired Assets to any Person (other than Buyer and its Representatives) in connection with or providing copies ofin response to a Transaction Proposal, access (iii) engage, participate in or continue discussions or negotiations with any Person with respect to, or disclosure ofwhich could be expected to lead to, any confidential informationa Transaction Proposal, propertiesor (iv) discuss, facilities, books negotiate or records of the Company or any of its Subsidiaries or entering enter into any form letter of agreementintent, arrangement agreement in principle or understandingother similar agreement related to any Transaction Proposal; and (b) Buyer and Atlas shall not enter into any letter of intent, agreement in principal or other similar agreement for a merger, take-over bid, plan of arrangement, consolidation, asset sale, share sale or exchange, business combination or similar transaction, involving Buyer and/or Atlas, on one hand, and any third party, on the other hand. Seller shall promptly advise Buyer of any inquiries from other parties regarding a Transaction Proposal. Buyer and Atlas shall promptly advise Seller of any inquiries from other parties regarding any possible agreement in principal or other similar agreement for a merger, take-over bid, plan of arrangement, consolidation, asset sale, share sale or exchange, business combination or similar transaction, involving Buyer or Atlas, on one hand, and any third party, on the other hand. As used herein, “Transaction Proposal” means (other than the transactions contemplated by this Agreement) any inquiry, proposal or offer, or any indication of interest in making an offer that constitutes an Acquisition Proposal; or proposal, from any Person at any time relating to (i) the Acquired Assets or the MYO-T12 Activities, and/or (ii) enter into a merger, take-over bid, plan of arrangement, consolidation, asset sale, share sale or otherwise engage exchange, business combination or participate in any discussions similar transaction, involving the Acquired Assets or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminatethe MYO-T12 Activities, on one hand, and cause to be terminatedany third party, any solicitation, encouragement, discussion, negotiation, or on the other activities commenced prior hand. The breach of this Section 5.9 by either party will result in payment by the breaching party of liquidated damages in the amount of One Million Dollars ($1,000,000) to the date non-breaching party. The Parties agree that, in the event of the breach of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify Section 5.9, the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received foregoing amount payable by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated breaching party to the Shareholder, its affiliates or its, his, or her Representativesnon-breaching party shall be treated as liquidated damages and not a penalty.

Non-Solicitation. The Each Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant Prior to Article 4 and (ii) the Effective Time: Date, (a) notthe Company shall not knowingly permit any of its officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it) to solicit or encourage, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure ofinquiries, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Transaction (defined below) (any such proposal being referred to in the Agreement as an “Acquisition Proposal”) or engage in any negotiations concerning an Acquisition Proposal; and and (cb) it will immediately cease and cause to be terminated any existing negotiations with any parties with respect to any of the foregoing; provided, that nothing contained in the agreement shall prevent the Company or its board of directors from (A) complying with Rule 14e-2 promulgated by the SEC with regard to an Acquisition Proposal; or (B) providing information to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide Acquisition Proposal that involves an Acquisition Transaction that the Company’s board of directors in good faith determines, after consultation with its legal counsel and financial advisors, represents a superior transaction for the shareholders of the Company when compared to the Merger, if and only to the extent that the Company’s board of directors reasonably determines, after consultation with, and taking into account the advice of, outside legal counsel, that the failure to do so would be inconsistent with its fiduciary obligations. The Company will promptly notify EZCORP if any such information is requested from it or any such negotiations or discussions are sought to be initiated with the Purchaser Company and will promptly communicate to EZCORP the terms of any proposal or inquiry and the identity of the party making such proposal or inquiry which it may receive in respect of any such transaction. In this Agreement, “Acquisition Transaction” means any tender offer or exchange offer, any merger, consolidation, liquidation, dissolution, recapitalization, reorganization or other business combination, any acquisition, sale or other disposition of all or a substantial portion of the assets or the Company or any similar transaction involving the Company, at first orally, and then promptly and in its securities or any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received significant subsidiary as defined under Rule 405 promulgated by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesSEC.

Non-Solicitation. The Shareholder Subject to Section 7 hereof, during the Term, each Stockholder hereby covenants and irrevocably agrees that it shallsuch Stockholder shall not, from the date hereof until the earlier of and shall cause its Affiliates, representatives and agents (iincluding its investment bankers, attorneys and accountants) the termination of this Agreement pursuant to Article 4 and (iicollectively, its “Representatives”) the Effective Time: (a) notnot to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access tocause, or disclosure of, knowingly facilitate or encourage any confidential information, properties, facilities, books inquiries or records the making of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition constitutes, or could reasonably be expected to lead to, any Takeover Proposal; , or (ii) enter into engage in, continue or otherwise engage or participate in any discussions or negotiations regarding, or furnish to any other person any non-public information, or afford any other person with any Person (other than any Purchaser Party access to the business, employees, officers, contracts, properties, assets, or Purchaser Party Representative) regarding any inquirybooks and records of the Company or its Subsidiaries, proposal in each case in connection with, or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect lead to, any public Acquisition a Takeover Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) . Each Stockholder shall immediately cease and terminateany inquiries, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussions or other activities commenced negotiations with any persons with respect to a Takeover Proposal (or that could reasonably be expected to lead to a Takeover Proposal) that existed on or prior to the date of this Agreement with any Person Agreement. Each Stockholder shall promptly (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours twenty-four (24) hours) notify Purchaser in writing, the event that such Stockholder or any of any Acquisition Proposal, its Affiliates or Representatives receives a Takeover Proposal and shall provide Purchaser with a copy of such Takeover Proposal (if in writing) and disclose to Purchaser the material terms and conditions of any such Takeover Proposal, the identity of the person or group of persons making such Takeover Proposal and any arrangements with such Stockholder or its Affiliates contemplated thereby, and such Stockholder shall keep Purchaser reasonably informed on a prompt basis (and in any event within twenty-four (24) hours) of the status and terms of any such discussions or negotiations and any material developments with respect to any such Takeover Proposal (including any amendments, modifications or other changes thereto); provided that compliance by the Company with copies its obligations set out in Section 5.02(c) of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives Merger Agreement in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesTakeover Proposal shall satisfy each Stockholder’s obligations in respect of this final sentence of this Section 3(b) of this Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Shellbridge shall immediately cease and cause to be terminated all existing discussions and negotiations (including, without limitation, through any of its officers, directors, employees, advisors, representatives and agents on its behalf (“Representatives”)), if any, with any parties initiated before the date of this agreement with respect to any Acquisition Proposal (as hereinafter defined) and shall immediately request the return or destruction of all information provided to any third parties which have entered into a confidentiality agreement with Shellbridge relating to an Acquisition Proposal and shall use all reasonable commercial efforts to ensure that such requests are honoured. (b) Shellbridge shall not, directly or indirectly, through any officer, director, employee, representative (including any financial do or other advisor) authorize or agent or otherwise, and shall not permit any such person of its Representatives to, directly or indirectly, do, any of the following: (i) solicit, assistfacilitate, initiateinitiate or encourage (including, knowingly encourage or otherwise facilitate (including without limitation, by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) or take any inquiryaction to solicit, facilitate or encourage any inquiry or communication or the making of any proposal or offer that constitutes to Shellbridge or its shareholders from any person which constitutes, or may reasonably be expected to lead to (in either case whether in one transaction or a series of transactions): (i) an acquisition from Shellbridge or its shareholders of any securities of Shellbridge (other than on exercise of currently outstanding Shellbridge Options); (ii) any acquisition of a significant amount of assets of Shellbridge; (iii) an amalgamation, arrangement, merger, or consolidation involving Shellbridge; or (iv) any take-over bid, issuer bid, exchange offer, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction involving Shellbridge or any other transaction, the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this agreement or which would or could reasonably be expected to materially reduce the benefits to the other party hereto under this Agreement (any such inquiry or proposal in respect of any of the foregoing being an “Acquisition Proposal”); (ii) enter into or otherwise engage or participate in any negotiations or discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal, or furnish to any other person any information with respect to its business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person to do or seek to do any of the foregoing; (iii) accept, approve, endorse or recommendwaive, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalotherwise forbear in the enforcement of, or take no position enter into or remain neutral with participate in any discussions, negotiations or agreements to waive or otherwise forbear in respect toof, any public Acquisition Proposalrights or other benefits of Shellbridge under confidential information agreements, including, without limitation, any “standstill provisions” thereunder; or (iv) accept, approverecommend, endorse, recommend or execute approve or enter into an agreement to implement an Acquisition Proposal, provided, however, that notwithstanding any other provision hereof, Shellbridge and its Representatives may: (v) enter into or publicly propose participate in any negotiations or discussions with a third party who (without any solicitation, initiation or encouragement, directly or indirectly, after the date of this agreement, by Shellbridge or any of its Representatives) seeks to initiate such negotiations or discussions and, subject to execution of a confidentiality agreement substantially similar to the Shellbridge Confidentiality Agreement (provided that such confidentiality agreement shall provide for disclosure thereof (along with all information provided thereunder) to True as set out below), may furnish to such third party information concerning Shellbridge and its business, properties and assets, in each case if, and only to the extent that: (A) the third party has first made a written bona fide Acquisition Proposal to Shellbridge which the board of directors of Shellbridge determines in good faith: (1) that funds or other consideration necessary for the Acquisition Proposal are or are likely to be available; (2) (after consultation with its financial advisor) would, if consummated in accordance with its terms, result in a transaction financially superior for Shellbridge Shareholders than the Arrangement; and (3) after receiving the advice of outside counsel as reflected in minutes of the board of directors of Shellbridge, that the taking of such action is necessary for the board of directors of Shellbridge in discharge of its fiduciary duties under applicable laws (a “Superior Proposal”); and (B) prior to furnishing such information to or entering into or participating in any such negotiations or discussions with such third party, Shellbridge provides prompt notice to True to the effect that it is furnishing information to or entering into or participating in negotiations or discussions with such person or entity together with a copy of the confidentiality agreement referenced above and if not previously provided to True, copies of all information provided to such third party concurrently with the provision of such information to such third party, and provided further that, Shellbridge shall notify True orally and in writing of any inquiries, offers or proposals with respect to a Superior Proposal (which written notice shall include, without limitation, a copy of such proposal (and any amendments or supplements thereto), the identity of the person making it, if not previously provided to the other party, copies of all information provided to such party and all other information reasonably requested by the other party), within 24 hours of the receipt thereof, shall keep the other party informed of the status and details of any such inquiry, offer or proposal and answer the other party’s questions with respect thereto; and (C) Shellbridge provides to True in writing the determination of the board of directors of Shellbridge forthwith upon determining that the Acquisition Proposal, if completed, would constitute a Superior Proposal; (vi) comply with Section 172 of the Securities Act (Alberta) and similar provisions under applicable Canadian securities laws relating to the provision of directors’ circulars and make appropriate disclosure with respect thereto to its shareholders; and (vii) accept, recommend, approve or enter into an agreement to implement a Superior Proposal from a third party, but only if prior to such acceptance, recommendation, approval or implementation, the board of directors of Shellbridge shall have concluded in good faith, after considering all proposals to adjust the terms and conditions of this agreement as contemplated by section 3.2(c) and after receiving the advice of outside counsel as reflected in the minutes of the board of directors of Shellbridge, that the taking of such action is necessary for the board of directors of Shellbridge in discharge of its fiduciary duties under applicable laws and Shellbridge complies with its obligations set forth in section 3.2(c) and terminates this agreement in accordance with section 9.2(c)(vi) and concurrently therewith pays the amount required by section 6.1 to True. (c) If Shellbridge receives a Superior Proposal, Shellbridge shall give the Trust and True, orally and in writing, at least 72 hours advance notice of any decision by the board of directors of Shellbridge to accept, approverecommend, endorseapprove or enter into an agreement to implement a Superior Proposal, recommend or execute which notice shall include a summary of the details of the Superior Proposal including the identity of the third party making the Superior Proposal. During such 72 hour period, Shellbridge agrees not to accept, recommend, approve or enter into any agreementagreement to implement such Superior Proposal and not to release the party making the Superior Proposal from any standstill provisions and shall not withdraw, letter redefine, modify or change its recommendation in respect of intentthe Arrangement. In addition, understanding during such 72 hour period Shellbridge shall and shall cause its financial and legal advisors to, negotiate in good faith with the Trust and True and its financial and legal advisors to make such adjustments in the terms and conditions of this agreement and the Arrangement as would enable Shellbridge to proceed with the Arrangement as amended rather than the Superior Proposal. In the event the Trust and True propose to amend this agreement and the Arrangement to provide that the Shellbridge Shareholders shall receive a value per Shellbridge Share equal to or arrangement relating greater than the value per Shellbridge Share provided in the Superior Proposal and so advises Shellbridge prior to an Acquisition Proposalthe expiry of such 72 hour period, the board of directors of Shellbridge shall not accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not release the party making the Superior Proposal from any standstill provisions and shall not withdraw, redefine, modify or change its recommendation in respect of the Arrangement. (bd) immediately cease The Trust and terminate, and cause True agree that all information that may be provided to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) it by Shellbridge with respect to any Acquisition Proposal; and (c) immediately notify Superior Proposal pursuant hereto shall be treated as if it were “Confidential Information” as provided pursuant to the Purchaser and terms of the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, Shellbridge Confidentiality Agreement and shall provide not be disclosed or used except in accordance with the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description provisions of the material terms of such correspondence sent Shellbridge Confidentiality Agreement or communicated in order to the Shareholder, enforce its affiliates or its, his, or her Representativesrights under this agreement in legal proceedings.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (ia) Prior to the termination of this Agreement pursuant to Article 4 Agreement, the Stockholders and the Company shall not, and shall not permit their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives or agents (iicollectively, “Representatives”) the Effective Time: (a) notto, directly or indirectly, through (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any officerbusiness combination transaction, directorwhether by way of merger, employeeconsolidation, representative (including business combination, purchase or disposition of any financial amount of the assets or other advisor) or agent equity interests of the Company or otherwise, other than the Transactions (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of written offers, inquiries, proposals or indications of interest (other than an offer, inquiry, proposal or indication of interest by the Parent) contemplating or relating to any Acquisition Transaction (each an “Acquisition Proposal”), (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iv) approve, endorse, or recommend any Acquisition Proposal, (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction or (vi) 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. (b) Commencing on the Execution Date, each Stockholder shall, and shall not permit any such person cause the Company and their Affiliates and Representatives to: , (i) solicitimmediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than the Parent) conducted heretofore with respect to an Acquisition Proposal, assist, initiate, knowingly encourage (ii) notify the Parent orally and in writing promptly (but in no event later than one Business Day) after receipt of any Acquisition Proposal or otherwise facilitate (including by way of furnishing any request for non-public information relating to the Company or providing copies of, for access to, or disclosure of, any confidential information, to the properties, facilities, books or records of the Company by any Person other than the Parent (such notice shall indicate the identity of the Person making the Acquisition Proposal, or intending to make an Acquisition Proposal or offer or requesting non-public information relating to the Company or access to the properties, books or records of the Company, the material terms of any Acquisition Proposal, or modification or amendment to such Acquisition Proposal and shall include copies of any written Acquisition Proposal or amendments or supplements thereto, and the Company shall keep the Parent informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such Acquisition Proposal), (iii) to the extent not previously requested, request the return or destruction of any confidential written or electronic materials provided to any Person in connection with a contemplated or potential Acquisition Proposal and (iv) and immediately prohibit any access by any Person (other than the Parent and its representatives) to any physical or electronic data room relating to a possible Acquisition Proposal. (c) The Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, “standstill,” or similar agreement to which the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminateis a party, and will enforce or cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to enforced each such agreement at the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description request of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesParent.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notAt no time between the Separation Date and the one-year anniversary of such date (i.e., September 12, 2013) (the “Restrictive Period”) shall Executive, without the prior written consent of the Company, directly or indirectly, through in any officercapacity whatsoever, directoreither on his own behalf or on behalf of any other person or entity, employee, representative compete with the Business (including as hereinafter defined) in any financial or other advisor) or agent or otherwise, and shall not permit any such person toof the following described manners: (i) solicitEngage in, assistassist or have any interest in, initiateas principal, knowingly encourage consultant, advisor, agent, financier or otherwise facilitate (including by way of furnishing or providing copies ofemployee, access toany business entity which is, or disclosure ofwhich is about to become engaged in, providing goods or services in competition with the Company, its parent, subsidiaries and affiliates (collectively, the “Addus HealthCare Group”) within a geographic radius of thirty (30) miles from any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition ProposalAddus HealthCare Group branch office; (ii) enter into Solicit or otherwise engage accept any business (or participate in help any discussions other person solicit or negotiations accept any business) from any person or entity that has been a customer of the Addus HealthCare Group at any time during Executive’s employment with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposalthe Company; (iii) accept, approve, endorse Induce or recommend, attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or publicly propose to accept, approve, endorse or recommend in any Acquisition Proposal, or take no position or remain neutral way interfere with respect to, the relationship between the Addus HealthCare Group and any public Acquisition Proposalemployee thereof; or, (iv) acceptInduce or attempt to induce any customer, approvereferral source, endorsesupplier, recommend vendor, licensee or execute other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or enter into in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or publicly propose business relation, on the one hand, and the Addus HealthCare Group, on the other hand. For the purposes hereof, the term “Business” shall mean the business of providing home care services of the type and nature that the Addus HealthCare Group then performs, and/or any other business activity in which the Addus HealthCare Group is then engaged, and/or any program or service under active development proposed to acceptbe performed, approveand/or any business activity engaged in by the Addus HealthCare Group at any time during the period of Executive’s employment with the Company. Notwithstanding the foregoing provisions, endorsenothing herein shall prohibit Executive from owning 1% or less of any securities of a competitor, recommend if such securities are listed on a nationally recognized securities exchange or execute traded over-the-counter. If, at the time of enforcement of this Section 9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or enter into any agreementgeographic area reasonable under such circumstances shall be substituted for the stated period, letter of intent, understanding scope or arrangement relating area determined to an Acquisition Proposalbe reasonable under the circumstances by such court. (b) immediately cease and terminateIf, and cause at the time of enforcement of this Paragraph 7, a court or arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be terminated, any solicitation, encouragement, discussion, negotiation, reasonable under the circumstances by such court or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesarbitrator.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from (1) From the date hereof until the earlier of (i) the termination of date that this Agreement is terminated pursuant to Article 4 and (ii) 7, except as expressly provided in this Article 5, neither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the Effective Timefollowing: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company a Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes could reasonably be expected to lead to an Acquisition ProposalProposal in respect of such Party; (iib) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) regarding any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes or could reasonably be expected to constitute or lead to an Acquisition ProposalProposal in respect of such Party; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, execute or enter into, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, agreement in principle, agreement, arrangement, offer or understanding or arrangement relating to in respect of an Acquisition ProposalProposal (other than a confidentiality and standstill agreement contemplated under Section 5.3(1)). (b2) Each Party shall, and shall cause its Representatives to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will: (a) immediately discontinue access to and disclosure of any of its confidential information, including any data room and any confidential information, properties, facilities, books and records of such Party or of any of its Subsidiaries; and (cb) immediately notify within two Business Days of the Purchaser date of this Agreement request and exercise all rights it has under any confidentiality agreement at the Company, at first orally, and then promptly and in any event within 24 hours in writing, date of this Agreement related to any Acquisition Proposal, and shall provide including an Acquisition Proposal made prior to the Purchaser and date hereof (i) the Company with return or destruction of all copies of any confidential information regarding such Party or any of its Subsidiaries provided to any person relating to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its Subsidiaries. (3) Each Party represents that it has not as of the date of this Agreement and in the 12 months prior to the date of this Agreement, waived any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement or restriction to which such Party or any of its Subsidiaries is a party. Each Party shall will use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or its Subsidiaries is a party and relates to a potential Acquisition Proposal (including a potential Acquisition Proposal made prior to the date hereof) and neither it, nor any of its Subsidiaries have or will, without the prior written documentsconsent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), correspondence or other material received by the Shareholder, its affiliates or its, hisrelease any Person from, or her Representatives in respect ofwaive, from amend, suspend or on behalf otherwise modify such Person’s obligations, or any of its Subsidiaries, under any such confidentiality, standstill, non-disclosure, non-solicitation or similar agreement to which the Party or any of its Subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such Person agreement, restriction or covenant in connection therewith and if accordance with their terms will not in writing or electronic form, be a description violation of this Section 5.1(3). (4) Each Party shall advise its Representatives of the material terms prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by a Party’s Representatives is deemed to be a breach of this Article 5 by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesParty.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) The Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing nonpublic information), or providing copies oftake any other action to facilitate, access any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal, or disclosure of(ii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Company Acquisition Proposal, or (iii) agree to, approve, endorse or recommend any confidential informationCompany Acquisition Proposal or enter into any letter of intent or other contract, propertiesagreement or commitment contemplating or otherwise relating to any Company Acquisition Proposal, facilities, books or records (iv) authorize or permit any agent of the Company or any of its Subsidiaries Affiliates, or entering into any form investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of agreementits Affiliates, arrangement to take any such action. The Company shall, and shall direct or understanding) any inquirycause the Company’s representatives and agents to, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in immediately cease and cause to be terminated any discussions or negotiations with any Person parties that may be ongoing with respect to any Company Acquisition Proposal. The Company shall notify Parent as promptly as practicable (and in any event within one (1) day after the Company attains knowledge thereof), orally and in writing, if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Company Acquisition Proposal is made, specifying the material terms and conditions thereof and the identity of the party making such proposal or offer or inquiry or contact (including material amendments or proposed material amendments). (b) Parent shall not, directly or indirectly, through any officer, director, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other than action to facilitate, any Purchaser Party inquiries or Purchaser Party Representative) regarding the making of any inquiry, proposal or offer that constitutes constitutes, or could may reasonably be expected to constitute an lead to, any Parent Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose (b) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to acceptobtain a proposal or offer for a Parent Acquisition Proposal, or (c) agree to, approve, endorse or recommend any Parent Acquisition Proposal or enter into any letter of intent or other contract, agreement or commitment contemplating or otherwise relating to any Parent Acquisition Proposal, or (d) authorize or permit any agent of Parent or any of its Affiliates, or any investment banker, financial advisor, attorney, accountant or other representative retained by Parent or any of its Affiliates, to take no position any such action. Parent shall, and shall direct or remain neutral with respect cause Parent’s representatives and agents to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation, discussions or other activities commenced prior to the date of this Agreement negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) parties that may be ongoing with respect to any Parent Acquisition Proposal; and (c) immediately . Parent shall notify the Purchaser and the Company, at first orally, and then Company as promptly as practicable (and in any event within 24 hours one (1) day after Parent attains knowledge thereof), orally and in writing, of if any proposal or offer, or any inquiry or contact with any person with respect thereto, regarding a Parent Acquisition ProposalProposal is made, specifying the material terms and shall provide the Purchaser conditions thereof and the Company with copies identity of all written documentsthe party making such proposal or offer or inquiry or contact (including material amendments or proposed material amendments). (c) The obligations contained in Sections 6.13(a) and (b) shall terminate on November 15, correspondence or other material 2006, provided that by such date the aggregate amount of capital received by the Shareholder, its affiliates Company equals or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesexceeds fifteen million dollars ($15,000,000).

Non-Solicitation. The Shareholder hereby covenants and irrevocably (a) Except as expressly provided in this Article 7, Xxxxxx agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) shall not, directly or indirectly, through any officerRepresentative, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person Representative to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, permitting any visit to any facilities or properties of Azarga or any Azarga Subsidiary, including any material mineral properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal or potential Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person person (other than any Purchaser Party or Purchaser Party RepresentativeenCore and its affiliates) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to an Acquisition Proposal or potential Acquisition Proposal; (iii) make a Change in Recommendation; or (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any public Acquisition Proposal; or Proposal (iv) accept, approve, endorse, recommend it being understood that publicly taking no position or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating a neutral position with respect to an Acquisition ProposalProposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 7.1 provided the Party’s Board has rejected such Acquisition Proposal and affirmed its recommendation in favour of the Arrangement before the end of such five (5) Business Day period). (b) Azarga shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiationnegotiations, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) person with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal or potential Acquisition Proposal, and in connection therewith shall: (i) discontinue access to and disclosure of all information, including any data room and any non-public or confidential information, properties, facilities, books and records of Azarga or any Azarga Subsidiary; and (ii) if requested in writing by enCore, request and exercise all rights it has to require: (A) the return or destruction of copies of any information regarding Azarga or any Azarga Subsidiary provided to any person other than enCore, and (B) the destruction of all material including or incorporating or otherwise reflecting such information regarding Azarga or any Azarga Subsidiary, using all necessary efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (c) immediately notify Azarga represents and warrants that it has not waived any confidentiality, standstill or similar agreement or restriction to which it or any of its Subsidiaries is a party, except to permit submissions of expressions of interest prior to the Purchaser and the Company, at first orallydate of this Agreement, and further covenants and agrees: (i) that Azarga shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which Azarga or any of its Subsidiaries is a party, and (ii) that neither Azarga nor any of the Azarga Subsidiaries or any of their respective Representatives have or will, without the prior written consent of enCore (which may be withheld or delayed in Azarga’s sole and absolute discretion), release any person from, or waive, amend, suspend or otherwise modify such person’s obligations respecting Azarga or any of its Subsidiaries under any confidentiality, standstill or similar agreement or restriction to which Azarga or any of its Subsidiaries is a party. (d) Notwithstanding Subsection 7.1(a) hereof and any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the approval of such the Azarga Shareholders at the Azarga Meeting, Azarga or any of its Subsidiaries receives a request for material non-public information, or to enter into discussions, from a Person that proposes an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Article 7 and Azarga’s Board determines in good faith that such Acquisition Proposal constitutes or would reasonably be expected to constitute an Azarga Superior Proposal; then Azarga may: (i) provide the Person making such Acquisition Proposal with access to material non-public information regarding Azarga and its Subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that Azarga shall not, and shall not allow any of its Subsidiaries or Representatives to disclosure any non-public information without having (A) entered into a confidentiality and standstill agreement on substantially the same terms as the Confidentiality Agreement, including a standstill provision at least as stringent as contained in the Confidentiality Agreement, provided, however that such confidentiality and standstill agreement shall not preclude such Person from making an Azarga Superior Proposal and no such agreement shall be required if such Person is already party to a confidentially agreement with Xxxxxx promptly upon execution to the other Party; and (B) provided to the other Party a list of and access to the information made or to be made available to such Person. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Azarga and may not restrict Azarga or any of its Subsidiaries from complying with Article 7. (e) If Azarga or any of its Subsidiaries or Representatives receives an Acquisition Proposal, Azarga shall promptly (and in any event within 24 hours hours) notify enCore, at first orally and then in writing, of any such Acquisition Proposal, including a description of its material terms and shall provide conditions; the Purchaser and identity of all persons making the Company with Acquisition Proposal; copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person person in connection therewith and if not in writing or electronic form, a description respect of the material terms Acquisition Proposal; and any other information which enCore may reasonably request. Azarga shall keep enCore promptly and fully informed of the status of developments and negotiations with respect to such Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal. (f) Azarga shall ensure that its Subsidiaries and Representatives are aware of the provisions of this Section 7.1 and it shall be responsible for any breach of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesprovisions by any of such persons.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(a) Except as permitted by this Section 5.3, during the period from the date hereof of this Agreement until the earlier of (i) the Effective Time or the valid termination of this Agreement pursuant to Article 4 and (ii) ARTICLE 7, the Effective Time: (a) Company shall not, shall cause its Subsidiaries not to, and shall direct the Company’s and its Subsidiaries’ respective Representatives acting on behalf or at the direction of the Company or its Subsidiaries not to: (i) directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or otherwise facilitate the making of any proposal that would reasonably be expected to lead to any Takeover Proposal; (including by way ii) continue, conduct, or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of furnishing or providing copies of, access its Subsidiaries to, or disclosure of, any confidential informationafford access to the business, properties, facilitiesassets, books books, or records of the Company or any of its Subsidiaries to, or entering into knowingly assist, participate in, facilitate, or encourage any form effort by, any third party (or its potential sources of agreement, arrangement financing) relating to: (A) a Takeover Proposal; or understanding(B) any inquiry, inquiry or proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute an Acquisition lead to a Takeover Proposal; ; (iii) acceptexcept where the Company Board makes a good faith determination, approveafter consultation with its financial advisor and outside legal counsel, endorse that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board, amend or recommend, grant any waiver or publicly propose to accept, approve, endorse release under any standstill or recommend any Acquisition Proposal, or take no position or remain neutral similar agreement with respect to, to any public Acquisition Proposalclass of equity securities of the Company or any of its Subsidiaries; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or arrangement other Contract in each case relating to an any Takeover Proposal (excluding any Acceptable Confidentiality Agreements or the agreements contemplated by Section 5.3(b)(ii)) (each, a “Company Acquisition Proposal. Agreement”); or (bv) approve, authorize, agree, or publicly announce any intention to do any of the foregoing. The Company shall, shall cause its Subsidiaries, and shall direct the Company’s and its Subsidiaries’ Representatives acting on behalf or at the direction of the Company or its Subsidiaries to cease immediately cease and terminate, and cause to be terminatedterminated any and all existing activities, any solicitation, encouragement, discussion, negotiationdiscussions, or other activities commenced negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall request in writing that any third party in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries and provided access to an electronic data room maintained by the Company or its Representatives in connection with a Takeover Proposal in the last twelve (12) months prior to the date of this Agreement return or destroy (and confirm destruction of) all such information and request that such third parties direct their Representatives to do the same. Notwithstanding the foregoing, the parties agree that it is not a breach of this Agreement for the Company, its Subsidiaries, or the Company’s or its Subsidiaries’ respective Representatives to reply to an unsolicited Takeover Proposal to inform such Person that the Company and its directors and officers and Representatives are subject to a no-shop provision and cannot engage in discussions except in accordance with this Agreement. (b) Notwithstanding Section 5.3(a), prior to the receipt of Company Stockholder Approval, the Company Board, directly or indirectly through any Representative, may, subject to Section 5.3(c): (i) participate in negotiations or discussions with any Person third party that has made (and not withdrawn) a written Takeover Proposal that did not result from a material breach of Section 5.3(a) that the Company Board believes in good faith, after consultation with its financial advisor and outside legal counsel, is or would reasonably be expected to lead to a Superior Proposal or would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law not to participate in negotiations or discussions pertaining to such Takeover Proposal; and (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (unless such third party is already subject to a confidentiality agreement with the Company and such third party agrees to permit the Company to comply with its obligations under this Agreement, including Section 5.3); provided, in each such case of clauses (i) and (ii) of Section 5.3(b), that the Company Board first shall have determined in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law. (c) The Company Board shall not take any of the actions referred to in clauses (i) or (ii) of Section 5.3(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than forty eight (48) hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal or any inquiry that would reasonably be expected to lead to a Takeover Proposal. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep Parent informed, on a reasonably current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide Parent with copies of any non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party to the extent such information has not been previously provided to Parent. (d) Except as expressly permitted by this Section 5.3(d), neither the Company Board nor any committee thereof shall effect a Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. (i) Notwithstanding the foregoing, at any time prior to the receipt of Company Stockholder Approval, the Company Board may: (A) effect a Company Adverse Recommendation Change with respect to a Superior Proposal or (B) terminate this Agreement pursuant to Section 7.4(a) in order to enter into a Company Acquisition Agreement with respect to such Superior Proposal; in each case, that did not result from a material breach of this Section 5.3, if: (I) the Company promptly notifies Parent, in writing, at least three (3) Business Days (the “Superior Proposal Notice Period”) before taking the action described in clause (A) or (B) of this Section 5.3(d)(i), of its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that the Company has received a Takeover Proposal that the Company Board intends to declare is a Superior Proposal, and that the Company Board intends to take the action described in clause (A) or (B) of this Section 5.3(d)(i); (II) the Company specifies the identity of the party making the Superior Proposal and the material terms and conditions thereof in such notice and includes an unredacted copy of the Takeover Proposal and attaches to such notice the most current version of any proposed agreement (which version shall be updated on a prompt basis) for such Superior Proposal and any related documents, including financing documents (which financing documents may include customary redactions), to the extent provided by the relevant party in connection with the Superior Proposal; (III) the Company and its Representatives during the Superior Proposal Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Superior Proposal Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Superior Proposal Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remains in the Superior Proposal Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (IV) the Company Board determines in good faith, after consulting with its financial advisor and outside legal counsel, that such Takeover Proposal continues to constitute a Superior Proposal (after taking into account any adjustments made by Parent during the Superior Proposal Notice Period in the terms and conditions of this Agreement) and that the failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law. (ii) Notwithstanding the foregoing, at any time prior to the receipt of Company Stockholder Approval, the Company Board may effect a Company Adverse Recommendation Change with respect to an Intervening Event, if: (A) the Company promptly notifies Parent, in writing (email to Parent and Parent’s outside counsel pursuant to Section 8.2 being deemed sufficient), at least three (3) Business Days (the “Intervening Event Notice Period”) before effecting a Company Adverse Recommendation Change of its intention to take such action with respect to such Intervening Event, which notice shall advise Parent of the Intervening Event, including a reasonable description of the underlying terms and circumstances giving rise to such Intervening Event (and the reasons for taking such action), and that the Company Board intends to effect a Company Adverse Recommendation Change; (B) the Company and its Representatives during the Intervening Event Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement that obviates the need for the Company Board to effect, or cause the Company to effect, a Company Adverse Recommendation Change as a result of such Intervening Event; and (C) the Company Board determines in good faith, after consulting with its financial advisor and outside legal counsel, that an Intervening Event has occurred and that the failure to effect a Company Adverse Recommendation Change would be inconsistent with the fiduciary duties of the Company Board under applicable Law. (e) Nothing contained herein shall prevent the Company Board or any committee thereof from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, if the Company determines, after consultation with its financial advisor and outside legal counsel, that failure to disclose such position would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law; provided, however, that any public disclosure (other than any Purchaser Party “stop, look and listen” statement made under Rule 14d-9(f) under the Exchange Act) by the Company or Purchaser Party Representativethe Company Board (or any committee thereof) relating to any determination, position or other action by the Company, the Company Board or any committee thereof with respect to any Acquisition Takeover Proposal shall be deemed to be a Company Adverse Recommendation Change unless the Company Board expressly and publicly reaffirms the Company Board Recommendation in such disclosure. Nothing in this Agreement shall restrict the Company or the Company Board (or a committee thereof) from making a factually accurate public statement that (A) describes the Company’s receipt of a Takeover Proposal; and (cB) immediately notify identifies the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, Person or group of any Acquisition Persons making such Takeover Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of ; (C) provides the material terms of such correspondence sent Takeover Proposal; or communicated (D) describes the operation of this Agreement with respect thereto and any such statement will not, in any case, be deemed to the Shareholderbe (1) an adoption, its affiliates approval or its, his, recommendation with respect to such Takeover Proposal; or her Representatives(2) a Company Adverse Recommendation Change.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) During the Interim Period, the Company shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, initiate, knowingly encourage any inquiries or otherwise facilitate (including by way of furnishing or providing copies of, access requests for information with respect to, or disclosure the making of, any confidential informationinquiry regarding, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; , (ii) enter into engage in, continue or otherwise engage or participate in any negotiations or discussions concerning, or provide access to its properties, business, assets, books, records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal or (v) resolve or agree to do, or do, any of the foregoing. The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each of its Subsidiaries and its and their Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with an Acquisition Proposal or any Purchaser Party inquiry or Purchaser Party Representative) regarding any inquiry, proposal or offer request for information that constitutes or could reasonably be expected to constitute lead to, or result in, an Acquisition Proposal; . The Company also agrees that within five (iii5) acceptBusiness Days of the execution of this Agreement, approve, endorse or recommend, or publicly propose the Company shall request each Person (other than the parties hereto and their respective Representatives) that has prior to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral the date hereof executed a confidentiality agreement in connection with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter its consideration of intent, understanding or arrangement relating to an Acquisition Proposal. Proposal (band with whom the Company has had contact in the twelve (12) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced months prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any regarding an Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of to return or destroy all written documents, correspondence or other material received confidential information furnished to such Person by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of it or any of its Subsidiaries prior to the date hereof in accordance with the terms of the confidentiality agreement executed with such Person and terminate access to any physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or proposal with respect to an Acquisition Proposal at any time prior to the Closing, then such party shall promptly (and in no event later than two (2) Business Days after such party becomes aware of such inquiry or proposal) notify such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to this Section 7.05. Without limiting the Shareholderforegoing, its affiliates or its, hisit is understood that any violation of the restrictions contained in this Section 7.05 by any of the Company Subsidiaries, or her Representativesany of the Company’s or its Subsidiaries’ respective Representatives acting on the Company’s or one of its Subsidiaries’ behalf, shall be deemed to be a breach of this Section 7.05 by the Company. (b) For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer from any Person or “group” (as defined in the Exchange Act) (other than the Parent Parties, or their respective Affiliates) relating to, in a single transaction or series of related transactions, (i) any direct or indirect acquisition or purchase of a business that constitutes fifty percent (50%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (ii) any direct or indirect acquisition of fifty percent (50%) or more of the consolidated assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Company Board), including through the acquisition of one or more Subsidiaries of the Company owning such assets, (iii) acquisition of beneficial ownership, or the right to acquire beneficial ownership, of fifty percent (50%) or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in any Person beneficially owning fifty percent (50%) or more of the total voting power of the equity securities of the Company, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary of the Company whose business constitutes fifty percent (50%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole) or (iv) any issuance or sale or other disposition (including by way of merger, reorganization, division, consolidation, share exchange, business combination, recapitalization or other similar transaction) of fifty percent (50%) or more of the total voting power of the equity securities of the Company; provided that, for the avoidance of doubt, no Permitted Financing shall constitute an Acquisition Proposal.

Non-Solicitation. (1) The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of Company shall (i) the termination immediately cease and cause to be terminated any discussions or negotiations that may be ongoing with any Person with respect to an Acquisition Proposal made by or on behalf of this Agreement pursuant to Article 4 such Person and (ii) promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Effective TimeCompany or any of its Subsidiaries to return or destroy all non-public information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. Except as expressly permitted by this Article 5, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ respective officers, directors, employees, accountants, legal counsel, financial advisors, consultants, financing sources and other advisors and representatives (collectively, “Representatives”) not to: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential non-public information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiryAcquisition Proposal with the Person making such Acquisition Proposal (or any of such Person’s Representatives), proposal or offer provided that constitutes or could reasonably be expected to constitute an the Company and its Representatives may ascertain facts from the Person making such Acquisition ProposalProposal (and such Person’s Subsidiaries and its and their respective Representatives) for the sole purpose of the Board informing itself about such Acquisition Proposal and the Person that made it (and such Person’s Subsidiaries and its and their respective Representatives); (iiic) (i) withhold, withdraw or modify or qualify (in a way adverse to Parent), or publicly propose to withhold, withdraw or modify or qualify (in a way adverse to Parent), the Board Recommendation or (ii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend recommend, any Acquisition ProposalProposal (the actions in this clause (c), or take no position or remain neutral with respect to, any public Acquisition Proposalan “Adverse Recommendation Change”); or (ivd) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into into, any agreement, any letter of intent, understanding understanding, agreement or arrangement relating (other than a confidentiality agreement entered into in compliance with Section 5.2 and any customary engagement, joint defense, clean team or similar agreements) to effect an Acquisition Proposal (an “Alternative Transaction Agreement”) with the Person making such Acquisition Proposal (or any of its Subsidiaries). (2) Except as expressly permitted by this Article 5, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to: (a) in the event that any Takeover Statute is applicable to any transactions contemplated by an Acquisition Proposal., take any action to make the provisions of such Takeover Statute inapplicable to such transactions except in connection with an Adverse Recommendation Change; or (b) immediately cease and terminate, amend, release or modify or knowingly and cause intentionally fail to be terminatedenforce any provision of, or grant any permission, waiver or request under, any solicitationstandstill, encouragement, discussion, negotiation, confidentiality or other activities commenced prior to similar agreement entered into by the date applicable party in respect of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, contemplation of any an Acquisition Proposal, and shall provide the Purchaser and provided that the Company with copies of all written documentsand its Subsidiaries and their respective Representatives may amend, correspondence release or other material received by the Shareholder, its affiliates fail to enforce or its, his, or her Representatives in respect of, from or on behalf of grant any such Person permission, waiver or request if the Board determines in connection therewith and if not in writing or electronic form, a description of its good faith judgment after consultation with outside legal counsel that the material terms of such correspondence sent or communicated failure to the Shareholder, do so could be reasonably likely to be inconsistent with its affiliates or its, his, or her Representativesfiduciary duties under applicable Law.

Non-Solicitation. The Shareholder hereby covenants (a) At all times during the period commencing with the execution and irrevocably agrees that it shall, from the date hereof delivery of this Agreement and continuing until the earlier to occur of (i) the termination of this Agreement pursuant to Article 4 VIII and (ii) the Effective Time: , the Company shall not, and shall not authorize or permit any of its Subsidiaries to (a) notand shall not authorize or permit any Representatives of the Company or any of its Subsidiaries to), directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage encourage, knowingly facilitate or otherwise facilitate knowingly induce the making, submission or announcement of an Acquisition Proposal or the making of any inquiry, offer or proposal that would reasonably be expected to lead to any Acquisition Proposal or Acquisition Transaction; or (including by way ii) furnish to any Third Party any non-public information relating to the Company or any of furnishing or providing copies of, access toits Subsidiaries, or disclosure of, any confidential informationafford access to the business, properties, facilitiesassets, books or records of the Company or any of its Subsidiaries to any Third Party, in each case in connection with an Acquisition Proposal or entering into Acquisition Transaction, or take any form other action intended to assist or facilitate the making of agreement, arrangement any Acquisition Proposal or understanding) any inquiry, offer or proposal or offer that constitutes would reasonably be expected to lead to an Acquisition Proposal;Proposal or Acquisition Transaction; or (iiiii) enter into participate or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Third Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse Proposal or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition ProposalTransaction; or (iv) acceptterminate, amend or waive or fail to enforce any rights under any “standstill” or other similar Contract between it or any of its Subsidiaries and any Third Party; or (v) waive the applicability of Section 203 of the DGCL or any other Takeover Statute, or any portion thereof, to any Third Party; or (vi) approve, endorseendorse or recommend an Acquisition Proposal or Acquisition Transaction; or (vii) except for an Acceptable Confidentiality Agreement contemplated by Section 6.2(b), recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, memorandum of understanding or arrangement Contract contemplating or otherwise relating to an Acquisition ProposalProposal or Acquisition Transaction; or (viii) propose publicly or agree to any of the foregoing with respect to an Acquisition Proposal or Acquisition Transaction. (b) immediately cease and terminateNotwithstanding the foregoing provisions of Section 6.2(a), and cause to be terminated, at any solicitation, encouragement, discussion, negotiation, or other activities commenced time prior to obtaining the Requisite Stockholder Approval, the Company Board may, directly or indirectly through any Representative, (x) engage or participate in discussions or negotiations with any Third Party (and its Representatives) that has made a written Acquisition Proposal after the date of this Agreement and that the Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) either constitutes or is reasonably likely to lead to a Superior Proposal, and/or (y) furnish any non-public information relating to the Company or any of its Subsidiaries to any Third Party (and its Representatives) that has made a written Acquisition Proposal after the date of this Agreement and that the Company Board determines in good faith (after consultation with its financial advisor and its outside legal counsel) either constitutes or is reasonably likely to lead to a Superior Proposal, provided that, in the case of any action taken pursuant to the foregoing clauses (x) or (y): (i) such Acquisition Proposal did not result from or arise out of a breach of any provisions of Section 6.2(a), and the Person from whom such party received such Acquisition Proposal has not made any other Acquisition Proposals (either alone or together with one or more other than Persons) that resulted from or arose out of a breach of any Purchaser provisions of Section 6.2(a); (ii) the Company Board has determined in good faith (after consultation with its financial advisor and its outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties; (iii) the Company shall promptly give Parent written notice of the identity of such Person and the material terms and conditions of such Acquisition Proposal (unless such Acquisition Proposal is in written form, in which case the Company shall give Parent a copy of all written materials comprising or relating thereto) and of the Company’s intention to engage or participate in discussions or negotiations with, or furnish non-public information to, such Person pursuant to this Section 6.2(b); (iv) either the Company is already a party to an Acceptable Confidentiality Agreement with such Third Party or Purchaser Party Representative) the Company enters into an Acceptable Confidentiality Agreement with respect to any Acquisition Proposalsuch Third Party; and (v) contemporaneously with furnishing any non-public information to such Third Party (and/or its Representatives), the Company furnishes or makes available such non-public information to Parent (to the extent such information has not been previously furnished to Parent). (c) immediately notify The Company hereby acknowledges and agrees that any violation of the Purchaser and restrictions set forth in this Section 6.2 by any Subsidiary of the Company or any Representative of the Company or any of its Subsidiaries shall be deemed to be a breach of this Section 6.2 by the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) On and after the date hereof, except as otherwise provided in this Agreement, the Company shall not, and shall cause each Company Subsidiary not to, directly or indirectly, indirectly through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person toRepresentative: (i) make, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential non-public information, properties, facilities, books permitting any visit to any facility or records property of the Company or any of its Subsidiaries Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal or offer regarding, or that constitutes an could reasonably be expected to lead to, any Acquisition ProposalProposal (other than the Offer); (ii) enter into or otherwise engage or participate in any discussions or negotiations regarding, or provide any information with respect to, or otherwise co-operate in any Person way with, or assist or participate in, facilitate or encourage, any effort or attempt by any person (other than the Offeror, the Offeror Affiliates and their Representatives) to make or complete any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) acceptwithdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Offeror, the Board Approval; (iv) approve, endorse recommend or recommendremain neutral with respect to, or propose publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that, if the Company takes no public position with respect to an Acquisition Proposal within five Business Days following the public announcement of such Acquisition Proposal, the Company shall be deemed to have remained neutral with respect to such Acquisition Proposal for the purposes of this Section 6.1(a)(iv)); or (ivv) accept, approve, endorse, recommend or execute accept or enter into into, or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, understanding agreement in principle, agreement, arrangement or arrangement relating undertaking related to an any Acquisition Proposal. (b) The Company shall (i) immediately cease cease, and terminatewill instruct its Representatives to immediately cease, and cause to be terminated, terminated any existing solicitation, encouragementdiscussion or negotiation with any person (other than the Offeror, discussionthe Offeror Affiliates or their Representatives) by the Company or any of its Representatives with respect to any Acquisition Proposal or potential Acquisition Proposal, negotiationwhether or not initiated by the Company or its Representatives, and (ii) immediately cease to provide any person (other than the Offeror, the Offeror Affiliates or their Representatives) with access to information concerning the Company, or other activities commenced prior any Company Subsidiary, Mineral Right or Property, with respect to any Acquisition Proposal or potential Acquisition Proposal, and request within five Business Days of the date of this Agreement with the return or destruction of all non-public information provided to any Person person (other than any Purchaser Party the Offeror, the Offeror Affiliates or Purchaser Party Representativetheir Representatives) who entered into a confidentiality agreement with respect to the Company in connection with any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Proposal or potential Acquisition Proposal, Proposal and shall provide use all commercially reasonable efforts to ensure that such requests are honoured in accordance with the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent confidentiality agreements. The Company shall immediately advise the Offeror orally and in writing of any response or communicated action (actual, anticipated, contemplated or threatened) by any such person which could reasonably be expected to hinder, prevent or delay or otherwise adversely affect the Shareholder, its affiliates or its, his, or her Representativescompletion of the Offer.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(a) [Intentionally omitted] (b) Subject to Section 7.4(c), from the date hereof until the earlier of (i) Effective Time or, if earlier, the termination of this Agreement pursuant to in accordance with Article 4 and (ii) IX, none of the Effective Time: (a) notCompany, its Subsidiaries or any of their respective Representatives shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, solicit or knowingly encourage or otherwise facilitate (including by way of furnishing providing information) the submission of any inquiries, proposals or providing copies of, access offers or any other efforts or attempts that constitute or may reasonably be expected to lead to, any Company Acquisition Proposal or disclosure ofengage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, or (ii) approve or recommend, or publicly propose to approve or recommend, a Company Acquisition Proposal or enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement providing for or relating to a Company Acquisition Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing. Upon execution of this Agreement, the Company shall immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Person conducted theretofore by the Company, any of its Subsidiaries or any of their respective Representatives with respect to any Company Acquisition Proposal and cause to be returned or destroyed all confidential information, properties, facilities, books information provided or records made available to such Person on behalf of the Company or any of its Subsidiaries Subsidiaries. From date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article IX, the Company shall not amend, modify or entering into waive any form provision of any confidentiality agreement to which it is a party or terminate any such confidentiality agreement, arrangement or understandingand shall use reasonable best efforts to enforce the material terms thereof. (c) Notwithstanding anything to the contrary contained in Section 7.4(b), if at any inquirytime following the date of this Agreement and prior to obtaining the Requisite Stockholder Vote, proposal or offer (i) the Company has received a written Company Acquisition Proposal from a third party that constitutes an Acquisition Proposal; the Board of Directors of the Company (following the recommendation of the Special Committee if such committee still exists) believes in good faith to be bona fide and (ii) enter into or otherwise engage or participate the Board of Directors of the Company (following the recommendation of the Special Committee if such committee still exists) determines in any discussions or negotiations good faith, after consultation with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiryits independent financial advisors and outside counsel, proposal or offer that such Company Acquisition Proposal constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition result in a Superior Proposal, or take no position or remain neutral then the Company may (A) furnish information with respect to, any public to the Company and its Subsidiaries to the Person making such Company Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; or provided, that the Company (ivx) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminatewill not, and cause will not allow Company Representatives to, disclose any non-public information to be terminatedsuch Person without entering into an Acceptable Confidentiality Agreement, and (y) will promptly provide to Parent any solicitation, encouragement, discussion, negotiation, non-public information concerning the Company or its Subsidiaries provided to such other activities commenced prior Person which was not previously provided to Parent. After the date of this Agreement with any Person hereof, the Company shall promptly (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours two Business Days) notify Parent in writingthe event it receives a Company Acquisition Proposal from a Person or group of related Persons or any material revisions thereto. Without limiting the foregoing, the Company shall promptly (and in any event within two Business Days) notify Parent if it determines to begin providing information or to engage in negotiations concerning a Company Acquisition Proposal from a Person or group of related Persons pursuant to this Section 7.4(c). (d) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Requisite Stockholder Vote, the Company receives a Company Acquisition Proposal which the Board of Directors of the Company (following the recommendation of the Special Committee, if such committee still exists) concludes in good faith constitutes a Superior Proposal, the Board of Directors of the Company (following the recommendation of the Special Committee, if such committee still exists) may (x) effect a Recommendation Withdrawal and/or (y) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors of the Company (following the recommendation of the Special Committee, if such committee still exists) determines in good faith, after consultation with outside counsel, that failure to take such action could violate its fiduciary duties under applicable Law; provided, however that the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Termination Fee payable pursuant to Section 9.2(a)(i) and the amount set forth in Section 9.2(a)(ii); and provided, further, that the Board of Directors may not effect a Recommendation Withdrawal pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) unless (i) the Company shall have provided prior written notice to Parent, at least three calendar days in advance (the “Notice Period”), of any Acquisition its intention to effect a Recommendation Withdrawal in response to such Superior Proposal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, and which notice shall provide the Purchaser and the Company with copies of all include a written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description summary of the material terms and conditions of such correspondence sent or communicated Superior Proposal (including the identity of the party making such Superior Proposal) and (ii) the Company shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal. In the event of any material revisions to the ShareholderSuperior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.4(d) with respect to such new written notice. (e) The Company agrees that any violations of the restrictions set forth in this Section 7.4 by any Representative of the Company or any of its affiliates or itsSubsidiaries, hisshall be deemed to be a breach of this Section 7.4 by the Company. (f) As used in this Agreement, or her Representatives.the term:

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) The Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or knowingly permit its and its Subsidiaries’ directors, officers, employees, advisors and investment bankers (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assistinitiate or knowingly take any action to facilitate or encourage the submission of any Company Acquisition Proposal or the making of any proposal that could reasonably be expected to lead to any Company Acquisition Proposal, initiateor (ii) subject to Section 5.4(b), knowingly encourage (A) conduct or otherwise facilitate (including by way engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of furnishing or providing copies of, access its Subsidiaries to, or disclosure of, any confidential informationafford access to the business, properties, facilitiesassets, books or records of the Company or any of its Subsidiaries to, or entering into knowingly assist, participate in, facilitate or encourage any form of agreementeffort by, arrangement any third party that is seeking to make, or understanding) has made, any inquiry, proposal or offer that constitutes an Company Acquisition Proposal; , (iiB) (1) 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 (2) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, or (C) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or otherwise engage other Contract relating to any Company Acquisition Proposal (each, a “Company Acquisition Agreement”). The Company shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Company Acquisition Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding Section 5.4(a), prior to the receipt of the Company Stockholder Approval, the Company Board, directly or indirectly through any Representative, may, subject to Section 5.4(c) (i) participate in any negotiations or discussions or negotiations with any Person third party that has made (other than any Purchaser Party or Purchaser Party Representativeand not withdrawn) regarding any inquirya bona fide, proposal or offer unsolicited Company Acquisition Proposal in writing that the Company Board believes in good faith, after consultation with outside legal counsel and its financial advisor, constitutes or could reasonably be expected to constitute result in a Superior Company Proposal, (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an Acquisition Proposal; executed confidentiality agreement (a copy of which confidentiality agreement shall be promptly provided (but in any event within twenty-four (24) hours of the execution thereof) for informational purposes only to Parent), (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition following receipt of and on account of a Superior Company Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or make a Company Adverse Recommendation Change and/or (iv) accepttake any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), approvebut in each case referred to in the foregoing clauses (i) through (iii), endorseonly if the Company Board determines in good faith, recommend or execute or enter into or publicly propose after consultation with outside legal counsel, that the failure to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposaltake such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately The Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after receipt by the Purchaser and Company (or any of its Representatives) of any Company Acquisition Proposal, any inquiry that would reasonably be expected to lead to a Company Acquisition Proposal, any request for non-public information relating to the CompanyCompany or any of its Subsidiaries or for access to the business, at first orallyproperties, assets, books or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and then promptly details of the status and material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent fully informed, on a current basis (but in any event within 24 twenty-four (24) hours in writing, of any Acquisition Proposalchange thereto), and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of any such correspondence sent Company Acquisition Proposal, indication or communicated request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the Shareholdermembers of the Company Board) at which the Company Board is reasonably expected to consider any Company Acquisition Proposal. The Company shall promptly provide Parent with any material non-public information concerning the Company’s business, present or future performance, financial condition or results of operations provided to any third party that has not been previously provided to Parent. (d) Except as set forth in this Section 5.4(d), the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of the Company Stockholder Approval: (i) the Company Board may make a Company Adverse Recommendation Change with respect to a Superior Company Proposal or cause the Company to terminate this Agreement in order to enter into (or permit or cause any Subsidiary of the Company to enter into) a Company Acquisition Agreement if: (A) the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, (B) the Company promptly notifies Parent, in writing, at least five (5) days (the “Superior Company Proposal Notice Period”) before taking such action of its affiliates intention to do so, which notice shall state expressly that the Company has received a Company Acquisition Proposal that the Company Board intends to declare a Superior Company Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to terminate this Agreement in order to enter into (or itspermit or cause any Subsidiary of the Company to enter into) a Company Acquisition Agreement; (C) the Company attaches to such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis if and to the extent there are any subsequent material changes to such agreement) and the identity of the third party making such Superior Company Proposal; (D) the Company negotiates, hisand uses its reasonable best efforts to cause its Representatives to negotiate, with Parent (to the extent requested by Parent) in good faith during the Superior Company Proposal Notice Period to make adjustments with respect to the terms and conditions of this Agreement (it being agreed that in the event that, after commencement of the Superior Company Proposal Notice Period, if there is any material revision to the terms of a Superior Company Proposal, including any revision in price, the Superior Company Proposal Notice Period shall be extended, if applicable, to ensure that at least two (2) days remain in the Superior Company Proposal Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (E) at or her Representativesafter 5:00 p.m. Eastern Time on the last day of the Superior Company Proposal Notice Period, the Company Board determines in good faith, after consulting with outside legal counsel and its financial advisor, that such Company Acquisition Proposal continues to constitute a Superior Company Proposal after taking into account any adjustments in the terms and conditions of this Agreement agreed by Parent in writing during the Superior Company Proposal Notice Period; (ii) the Company Board may make a Company Adverse Recommendation Change with respect to a Company Intervening Event if: (A) the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law, (B) the Company promptly notifies Parent, in writing, at least five (5) days (the “Company Intervening Event Notice Period”) before taking such action of its intention to do so, which notice shall specify the reasons therefor; (C) the Company (1) negotiates, and uses its reasonable best efforts to cause its Representatives to negotiate, with Parent (to the extent requested by Parent) in good faith during the Company Intervening Event Notice Period to make adjustments with respect to the terms and conditions of this Agreement so that the Company Board no longer determines that the failure to make a Company Adverse Recommendation Change in response to such Company Intervening Event would be inconsistent with the Company Board’s fiduciary duties under applicable Law and (2) permits Parent and its Representatives to make a presentation to the Company Board regarding this Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation) and (D) at or after 5:00 p.m. Eastern Time on the last day of the Company Intervening Event Notice Period, the Company Board determines in good faith, after consulting with outside legal counsel and its financial advisor, that a failure to make such a Company Adverse Recommendation Change would still be inconsistent with the Company Board’s fiduciary duties under applicable Law after taking into account any adjustments in the terms and conditions of this Agreement agreed by Parent in writing during the Company Intervening Event Notice Period. (e) (i) Nothing contained in this Section 5.4 shall prevent the Company Board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act and (ii) no disclosure that the Company Board determines, after consultation with outside legal counsel, that it or the Company is required to make under applicable Law will constitute a violation of this Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) The Corporation shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Corporation or otherwise, and shall not permit any such person to:of its Subsidiaries, (i) solicit, assist, initiate, knowingly initiate or encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) the initiation or continuation of any inquiryinquiries, proposal discussions, negotiations, proposals or offer that constitutes an offers from any Person or group of Persons (other than Acquiror) in respect of any matter or thing inconsistent with the successful completion of the Offer, including, without limitation, any Acquisition Proposal; (ii) enter into or otherwise engage or provide any non-public information to, participate in any discussions or negotiations relating to any such matter or thing with, or otherwise cooperate with or assist or participate in any effort to take such action by, any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposalgroup of Persons; (iii) acceptwithdraw, approvemodify, endorse qualify or recommend, change any of its recommendations or publicly propose determinations referred to accept, approve, endorse in section 2.2 in a manner adverse to Acquiror or recommend the Board of Directors or any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposalcommittee thereof resolve to do so; or (iv) accept, approverecommend, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter of intent, understanding or arrangement relating agreement to implement an Acquisition Proposal; provided, however, that notwithstanding any other provision hereof, the Corporation and the officers, directors, advisors and other representatives of the Corporation may: (v) enter into, or participate in, any discussions or negotiations with a third party who seeks to initiate (without solicitation or encouragement) such discussions or negotiations and, may furnish to such third party information concerning the Corporation and its business, properties and assets, in each case if, and only to the extent that: (A) the third party has first made an Acquisition Proposal which the Board of Directors has determined, in good faith and acting reasonably, if pursued would be reasonably likely to constitute a Superior Proposal and after receiving the advice of outside counsel has determined that the failure to take such action would be reasonably likely to constitute a breach by the members of the Board of Directors of their fiduciary duties to Shareholders under applicable law; and (B) prior to furnishing such information to or entering into or participating in any such discussions or negotiations with such third party, the Corporation provides prompt notice to Acquiror to the effect that it is furnishing information to or entering into or participating in discussions or negotiations with such third party and if not previously provided to Acquiror, copies of all information provided to such third party concurrently with the provision of such information to such third party; provided that this (v) shall cease to apply after the expiry of four Business Days from the time such third party made the Acquisition Proposal referred to in (A) above, unless within such four Business Day period the Board of Directors determines that the Acquisition Proposal is a Superior Proposal and after receiving the advice of outside counsel has determined that the failure to take such action would be reasonably likely to constitute a breach by the members of the Board of Directors of their fiduciary duties to Shareholders under applicable law; (vi) subject to paragraphs (v) and (vii) of this section 3.2, comply with Securities Laws relating to the provision of directors’ circulars and making appropriate disclosure with respect thereto to Shareholders; and (vii) withdraw, modify, qualify or change any of its recommendations or determinations in section 2.2 in a manner adverse to Acquiror or resolve to do so or accept, recommend, approve or implement any Superior Proposal if the Corporation has complied with sections 3.2(c) and (d) in respect of the Superior Proposal and prior to such acceptance, recommendation, approval or implementation: (A) after consultation with its financial advisors, and after receiving advice of outside counsel the Board of Directors concludes in good faith such action is necessary for the Board of Directors to comply with its fiduciary duties under applicable law; (B) in arriving at such conclusion, the Board of Directors gives consideration to any amendment proposed by Acquiror in writing in compliance with section 3.2(d); and (C) the Corporation concurrently pays the fee provided in section 3.6 to Acquiror. (b) The Corporation shall, and shall direct and use reasonable efforts to cause its officers, directors, employees, representatives and agents to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation, existing discussions or other activities commenced prior to the date of this Agreement negotiations with any Person parties (other than any Purchaser Party Acquiror or Purchaser Party Representativean affiliate of Acquiror) with respect to any potential Acquisition Proposal; and. The Corporation shall immediately close any and all data rooms which may have been opened. The Corporation agrees not to waive, in whole or in part, or release, in whole or in part, any third party from, or consent to any action pursuant to, any confidentiality or standstill agreement with respect to the Corporation or any of its Subsidiaries to which such third party is a party except in respect of a Superior Proposal in accordance with section 3.2(d). The Corporation shall immediately request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with the Corporation relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise Acquiror orally and in writing of any responses or action (actual, anticipated, contemplated or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the consummation of the transactions contemplated hereby. (c) immediately The Corporation has notified Acquiror of any existing Acquisition Proposals and shall notify the Purchaser and the Company, at first orally, and then Acquiror promptly (and in any event within 24 hours in writinghours) of any future Acquisition Proposal (including, without limitation, any amended, supplemented, replaced or renewed Acquisition Proposal previously made and, incrementally, of any Acquisition ProposalProposal (whether or not previously notified) in respect of which the Board of Directors has made the determinations referred to in section 3.2(a)(v)(A) above) or any request for non-public information relating to the Corporation or any of its Subsidiaries or for access to the properties, books or records of the Corporation or any Subsidiary by any Person. Such notice to Acquiror shall be made, from time to time, orally and in writing, and shall provide indicate such details of the Purchaser proposal, inquiry or contact known to such person as Acquiror may reasonably request including, without limitation, the identity of the Person making such proposal, inquiry or contact and shall include a copy of any written form of Acquisition Proposal, all of which information shall be subject to the provisions of the Confidentiality Agreement as if it were Information as referred to in that agreement. (d) If the Board of Directors determines that an Acquisition Proposal constitutes a Superior Proposal, the Corporation shall give immediate notice of such determination and shall give Acquiror not less than four Business Days advance notice of any action to be taken by the Board of Directors to withdraw, modify, qualify or change any recommendation regarding the Offer or to enter into any agreement to implement the Superior Proposal and the Company Board of Directors shall not withdraw, modify, qualify or change any recommendation with respect to the Offer, as so amended, and neither the Corporation nor the Board of Directors shall take any action to approve or implement the Superior Proposal, including, without limitation, any release of the party making the Superior Proposal from any standstill or confidentiality obligation, any further consideration or negotiation of the Superior Proposal or entry into of any agreement regarding the Superior Proposal before the expiry of such four Business Day period. (e) If the Board of Directors receives a request for non-public information from a party who has made or is considering making an Acquisition Proposal and the Board of Directors determines that such proposal if pursued would be reasonably likely to constitute a Superior Proposal pursuant to section 3.2(a), then, and only in such case, the Corporation may, subject to the execution of a confidentiality agreement no less favourable to the Corporation than that then in effect between the Corporation and Acquiror, provide such party with access to information regarding the Corporation provided that the Corporation complies with its obligations pursuant to section 3.2(c), sends a copy of any such confidentiality agreement to Acquiror immediately upon its execution and provides copies to Acquiror of all written documentsany information provided to such party concurrently with its provision to such party. (f) The Corporation shall ensure that the officers, correspondence directors and employees of the Corporation and its Subsidiaries and any investment bankers or other material advisors and representatives retained by the Corporation are aware of the provisions of this section 3.2, and the Corporation shall be responsible for any breach of this section 3.2 by such investment bankers, advisors or other representatives. (g) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholder, its affiliates or its, his, or her Representatives Shareholders shall constitute a new Acquisition Proposal for the purposes of this section 3.2 and Acquiror shall be afforded a new response period in respect of, from or on behalf of any each such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesAcquisition Proposal.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notWithout limitation on the Company's other obligations under this Agreement, the Company agrees that neither it nor any of its subsidiaries nor any of its officers and directors or the officers and directors of any of its subsidiaries will, and that it will not permit its or its subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisorexcept as permitted by Section 5.04(c) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way any inquiries or the making of furnishing any proposal or providing copies of, access offer with respect to, or disclosure a transaction to effect, a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution, extraordinary dividend or similar transaction involving it or any of its Significant Subsidiaries (as defined in Section 9.03), or any purchase or sale of 10% or more of the consolidated assets (including without limitation stock of its subsidiaries) of the Company and its subsidiaries taken as a whole, or any purchase or sale of, any confidential informationor tender or exchange offer for, properties, facilities, books or records the equity securities of the Company or any of its subsidiaries 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 Significant Subsidiaries (any such proposal, offer or entering into any form of agreement, arrangement or understanding) any inquiry, transaction (other than a proposal or offer that constitutes made by Parent or an affiliate thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) have any discussion with or provide any information or data to any person relating to an Acquisition Proposal; (ii) enter into , or otherwise engage in or participate in continue any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute concerning an Acquisition Proposal; , or facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) accept, approve, endorse approve or recommend, or propose publicly propose to acceptapprove or recommend, approve, endorse or recommend any Acquisition Proposal, Proposal or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) acceptapprove or recommend, approveor propose to approve or recommend, endorse, recommend or execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding agreement in principle, merger agreement, acquisition agreement, option agreement, confidentiality agreement or arrangement relating other similar agreement or propose publicly or agree to an do any of the foregoing related to any Acquisition Proposal. (b) immediately cease The Board of Directors of the Company shall not effect a Change in the Company Recommendation (as defined in Section 6.01(a)) unless: (1) the Company Stockholders Meeting shall not have occurred and terminatethere shall have been no breach of Section 5.04(a), and cause and (2) after consultation with outside counsel, the Board of Directors of the Company determines in good faith that it is required to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior take such action in order to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; anddischarge properly its fiduciary duties under applicable law. (c) immediately notify Notwithstanding Section 5.04(a) but subject to Section 5.04(e), the Purchaser Company may engage in any discussions and the Company, at first orallynegotiations with, and then promptly provide information and data to, any person and such person's representatives and financing sources in response to an unsolicited bona fide written Acquisition Proposal by any event within 24 hours such person, so long as: (1) the Company Stockholders Meeting shall not have occurred and there shall have been no breach of Section 5.04(a), (2) the Board of Directors of the Company concludes in writinggood faith that such Acquisition Proposal is reasonably likely (including after further discussions and negotiations) to result in a Superior Proposal (as defined below) or, after consultation with outside counsel, the Board of Directors of the Company determines in good faith that it is required to take such action in order to discharge properly its fiduciary duties under applicable law, (3) prior to providing any such information or data to any person in connection with an Acquisition ProposalProposal by any such person, and shall provide the Purchaser Board of Directors of the Company receives from such person an executed confidentiality agreement having provisions that are customary in such agreements, as advised by outside counsel, provided that if such confidentiality agreement contains provisions that are less restrictive than the comparable provisions, or omits restrictive provisions, contained in the Confidentiality Agreement dated February 9, 2001 between Parent and the Company with copies of all written documents(the "Confidentiality Agreement"), correspondence then the Confidentiality Agreement will be deemed to be amended to contain only such less restrictive provisions or other material received by to omit such restrictive provisions, as the Shareholdercase may be, its affiliates or its, his, or her Representatives in respect of, from or on behalf of and (4) prior to providing any such Person in connection therewith information or data or entering into such discussions or negotiations, the Company notifies Parent promptly of the name of the person making such Acquisition Proposal and if not in writing or electronic form, a description of the material terms and conditions thereof. (d) For purposes of such correspondence sent this Agreement, "Superior Proposal" means a bona fide written Acquisition Proposal that either is not subject to a financing contingency, or communicated if it is subject to a financing contingency, is accompanied by executed financing commitments from bona fide lenders in customary form and in a sufficient amount, and is on terms that the Board of Directors of the Company in good faith concludes (following receipt of the advice of its financial advisors and outside counsel), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) will, if consummated, result in a transaction that is more favorable to the Shareholder, its affiliates or its, his, or her RepresentativesCompany's stockholders from a financial point of view than the transactions contemplated by this Agreement and (ii) is likely to be completed.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notNeither Pubco (or any affiliate thereof) nor Verano (or any affiliate thereof) will, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage encourage, co-operate with or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries non-public information or entering into any form of agreement, arrangement arrangement, letter of intent or understanding) the submission, initiation or continuation of any inquiryoral or written inquiries, proposal proposals or offer expressions of interest regarding, constituting or that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute an Acquisition Proposal; (iii) acceptlead to any activity, approve, endorse arrangement or recommend, transaction or publicly propose any activities or solicitations in opposition to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral in competition with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposalthe Business Combination. (b) immediately cease and terminateWithout limiting the generality of Section 4.1(a), and cause neither Pubco (nor any affiliate thereof) nor Verano (nor any affiliate thereof) will, directly or indirectly, induce or attempt to be terminatedinduce any other person to initiate, or facilitate the initiation of, any solicitationshareholder proposal or “takeover bid”, encouragementexempt or otherwise, discussion, negotiation, within the meaning of applicable Securities Laws or other activities commenced prior business combination or transaction, for its securities or assets, nor undertake any transaction or negotiate any transaction which would be or potentially could be in opposition to or in conflict with the date of this Agreement with Business Combination (each, a “Proposal”), including, without limitation, allowing access to any Person third party (other than representatives of Verano or Pubco, any Purchaser Party party to the AME Agreement and Plan of Merger (or Purchaser Party Representativeany such party’s representatives), or the agents in relation to the Private Placement or the Pubco Fairness Opinion) with respect to conduct due diligence, or permitting any Acquisition Proposal; andof their officers, directors, managers or shareholders to authorize such access. (c) immediately In the event that Pubco receives an unsolicited Proposal prior to the Pubco Meeting, the Pubco Board may, prior to the Pubco Meeting, recommend such Proposal or change, modify or withdraw any of its recommendations referred to in (b)(ii) of Schedule C (in any such case a “Change in Recommendation”), provided that all of the following conditions are satisfied: (i) the Pubco Board has made the Change in Recommendation in good faith, after having received advice from its financial advisor and external legal counsel; (ii) the Pubco Board has received advice from its external legal counsel that its failure to make the Change of Recommendation would be a breach of the fiduciary duties of the Pubco Board under applicable Law; and (iii) Pubco is or has not been in breach of section 4.1(a) or 4.1(b). (d) The Pubco Board may not make a Change in Recommendation except in strict accordance with section 4.1(c). If the Pubco Board makes a Change in Recommendation, Pubco shall forthwith notify Verano. Upon notification, Verano may terminate this Agreement in accordance with Section 5.2(a)(iv)(C). If Verano does not terminate this Agreement, Pubco must continue to perform its covenants hereunder, including but not limited to its covenants in Article 2 (save and except for its covenant in Section 2.4(e)(ii) to recommend to Pubco Shareholders that they vote in favour of each of the Purchaser and Pubco Meeting Matters). For certainty, a Change in Recommendation shall not amend or otherwise impact any Pubco Shareholder Voting Agreement or the Companycovenants of a Pubco Key Shareholder provided therein. (e) In the event that Verano or Pubco or any of their respective affiliates or associates, at first orallyincluding any of their officers or directors, and then promptly and receives any form of offer or inquiry in respect of the transactions described in this Section 4.1, Verano or Pubco shall forthwith (in any event within 24 hours in writing, one Business Day following receipt) notify the other party of any Acquisition Proposal, such offer or inquiry and shall provide the Purchaser and other party with the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives details in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthereof.

Non-Solicitation. The Shareholder hereby covenants Each Stockholder shall not and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant shall cause its Representatives not to Article 4 and (ii) the Effective Time: directly or indirectly (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure the submission of, any confidential informationAcquisition Proposal, properties(b) publicly approve or recommend, facilitiesor publicly propose that the Company approve or recommend, books any Acquisition Proposal, (c) enter into any agreement, agreement in principle or records letter of intent with respect to or accept any Acquisition Proposal, (d) other than to inform any Person of the existence of the provisions contained herein or in Section 6.5 of the Merger Agreement, participate or engage in any discussions or negotiations with, or furnish any information concerning the Company or any of its Subsidiaries to, any Third Party relating to an Acquisition Proposal or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer request for information that constitutes may reasonably be expected to lead to an Acquisition Proposal; , (iie) make any public statement or proposal inconsistent with the Company Board Recommendation, or (f) agree to do any of the foregoing; provided, however, that notwithstanding the foregoing, each Stockholder may, and may authorize and permit any of its Affiliates and/or Representatives to (i) enter into or otherwise engage or participate in any discussions or negotiations with any Person (respect to the Stockholders’ entry into a voting, tender, support or other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected similar agreement with respect to constitute an Acquisition Proposal; Proposal (iiiand keep the Company informed of the status of such discussions or negotiations, including, providing confirmation to the Company of such Stockholders’ willingness to enter into such voting, tender, support or other similar agreement) acceptif requested to do so by the Company or its Representatives but only to the extent the Company, approveits Subsidiaries or their respective Affiliates and/or Representatives are permitted, endorse under Section 6.5 of the Merger Agreement, to have discussions or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral negotiations with respect toto such Acquisition Proposal and/or (ii) take any actions necessary to comply with all applicable Laws, including its obligations under Section 13(d) of the Exchange Act. Notwithstanding any public other provisions of this Agreement (including Sections, 2 and 3, and this Section 11), each Stockholder may enter into any voting, tender, support or similar agreement with respect to an Acquisition Proposal concurrently with the Company terminating the Merger Agreement pursuant to Section 6.5(d) and entering into a definitive agreement with respect to such Acquisition Proposal; or provided, however, that such voting, tender, support or similar agreement shall not contain terms that are in the aggregate (iv) accept, approve, endorse, recommend or execute or enter taking into or publicly propose to accept, approve, endorse, recommend or execute or enter into account any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior changes to the date transaction structure or form of consideration) materially more favorable to the counterparty to such agreement than the terms set forth in this Agreement with and, for the avoidance of doubt, it shall be deemed materially more favorable to the counterparty if any Person (other than any Purchaser Party or Purchaser Party Representative) such agreement does not terminate on the same date that the definitive agreement with respect to any such Acquisition Proposal; and (c) immediately notify Proposal is terminated. For the Purchaser and avoidance of doubt, no officer, director, employee, agent or advisor of the Company, at first orallyits Subsidiaries or Affiliates (in each case, and then promptly and in any event within 24 hours in writing, their capacities as such) shall be deemed to be a representative or Affiliate of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies Stockholder for purposes of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Section 11.

Non-Solicitation. The Shareholder hereby covenants (a) Upon execution of this Agreement, DGLP shall and irrevocably agrees shall cause Subsidiary and its and their respective Representatives to cease immediately and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to, or that it shallmay reasonably be expected to lead to, from an Acquisition Proposal. Seller shall promptly after the date hereof until the earlier of (i) the termination of this Agreement pursuant instruct each Person which has heretofore executed a confidentiality agreement relating to Article 4 an Acquisition Proposal with or for the benefit of Seller to promptly return or destroy all information, documents, and (ii) materials relating to the Effective Time:Acquisition Proposal or to Seller or its businesses, operations or affairs heretofore furnished by Seller or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person. (ab) notExcept as authorized or permitted in this Section 5.15, DGLP agrees that neither it nor Subsidiary shall, and that it shall cause its and Subsidiary’s respective Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) initiate, solicit, assist, initiate, or knowingly encourage or otherwise knowingly facilitate (including by way the submission of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, indication of interest, proposal or offer that constitutes constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with regarding, or furnish any non-public information to any Person (other than any Purchaser Party or Purchaser Party RepresentativeBuyer) regarding any inquiryin connection with, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) accept, approve, endorse enter into any letter of intent or recommendagreement related to an Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 5.15(c)), or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, approve or recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (bc) immediately cease Notwithstanding Section 5.15(b), from the date hereof and terminateprior to the receipt of the Seller Stockholder Approval, if Seller or its Representatives receive an unsolicited bona fide written Acquisition Proposal that the board of directors of the Seller determines in good faith, after consultation with outside legal counsel and financial advisors, constitutes, or is reasonably likely to lead to, a Superior Proposal, Seller may take the following actions: (i) furnish information with respect to DGLP and Subsidiary or the Business to the third party making such Acquisition Proposal (a “Qualified Bidder”), provided Seller receives from the Qualified Bidder an executed confidentiality agreement and provided that such confidentiality agreement shall not contain any provisions that would prevent Seller from complying with its obligations to provide Buyer with the required notices under Sections 5.15(e) and (g), and cause further provided that all such information provided to be terminatedsuch Qualified Bidder has been previously provided to Buyer prior to or concurrently with the time it is provided to such Qualified Bidder; and (ii) engage in discussions or negotiations with the Qualified Bidder and its Representatives with respect to the Acquisition Proposal. (d) Except as otherwise provided in Section 5.15(e), neither the Seller Board nor any solicitation, encouragement, discussion, negotiationcommittee of the Seller Board may withdraw or change in a manner adverse to Buyer the Seller Recommendation, or other activities commenced propose publicly to approve, adopt or recommend any Acquisition Proposal (an “Adverse Recommendation Change”). (e) Notwithstanding Section 5.15(d), at any time prior to receipt of the Seller Stockholder Approval, the board of directors of Seller may in response to a Superior Proposal that did not result from a breach by Seller of this Section 5.15, (i) effect an Adverse Recommendation Change, and/or (ii) enter into a definitive agreement with respect to such Superior Proposal (an “Acquisition Agreement”) and simultaneously terminate this Agreement in accordance with Section 8.1(h) if the Seller Board determines in good faith, after consultation with Seller’s outside legal counsel that failure to do so would reasonably be likely to result in a breach of its fiduciary obligations under applicable Legal Requirements; provided, however, that such actions may only be taken at a time that is (A) after the fourth (4th) Business Day following Buyer’s receipt of written notice from Seller that the Seller Board is prepared to take such action (the “Subsequent Determination Notice”), such notice will identify the Person making such Superior Proposal and attach the most current version of any agreement relating to the Superior Proposal (it being understood and agreed that any material amendment to such Superior Proposal, including the financial terms of such Superior Proposal, shall require the delivery of a new Subsequent Determination Notice and the commencement of a new four (4) Business Day period), and (B) at the end of such period, the Seller Board determines in good faith, after taking into account all amendments or revisions irrevocably committed to by Buyer and after consultation with outside legal counsel and financial advisors, that such Acquisition Proposal remains a Superior Proposal. During any such four (4) Business Day period, Buyer shall be entitled to deliver to Seller one or more counterproposals to such Acquisition Proposal, and Seller shall give Buyer the opportunity to meet and negotiate with Seller and its Representatives. (f) In addition, and notwithstanding the foregoing, at any time prior to receipt of the Seller Stockholder Approval, the Seller Board may, in response to a material development or change in circumstances occurring or arising after the date hereof that was neither known to the Seller Board nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), withdraw or modify its recommendation of this Agreement or the Contemplated Transactions if the Seller Board has concluded in good faith, after consultation with its outside counsel, that, in light of such Intervening Event, its fiduciary obligations require it to take such action; provided that, the Seller Board shall not be entitled to take such action pursuant to this sentence unless Seller has (x) provided to Buyer at least four (4) Business Days’ prior written notice advising the Buyer that the Seller Board intends to take such action and specifying the reasons therefor in reasonable detail and (y) during such four (4) Business Day period, if requested by Buyer, provide any information related to the Intervening Event reasonably requested by Buyer and engage in good faith negotiations with Buyer to amend this Agreement in such a manner that obviates the need for taking such action as a result of the Intervening Event. Any Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Seller Board, nor shall any Adverse Recommendation Change have the effect of causing any state (including Nevada and Delaware) corporate takeover statute or other similar statute to be applicable to the Contemplated Transactions. (g) From and after the execution of this Agreement, Seller shall notify Buyer promptly (but in any event within twenty-four (24) hours) of the receipt of any Acquisition Proposal or inquiries, discussions, negotiations, proposals or expressions of interest that would be reasonably expected to lead to, an Acquisition Proposal. This notice shall include (i) the identity of the Person or group making any such Acquisition Proposal, request or inquiry, (ii) a copy of all written materials provided by such Person in connection with such Acquisition Proposal, request or inquiry and (iii) a written summary, if it is not in writing, of any such Acquisition Proposal, request or inquiry. After receipt of the Acquisition Proposal, request or inquiry, Seller shall keep Buyer informed promptly (but in any event within twenty-four (24) hours) of all material developments regarding the status and material details of any such Acquisition Proposal, request or inquiry (including, but not limited to, notice of all material amendments with respect thereto). (h) Nothing in this Section 5.15 shall be deemed to prohibit Seller from complying with Rule 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to an Acquisition Proposal if, in the good faith judgment of the board of directors of Seller or a committee thereof, after consultation with its outside legal counsel, failing to take such action would be inconsistent with its obligations under applicable Law (it being understood that any such compliance with Rule 14e-2 or Item 1012(a) may constitute an Adverse Recommendation Change). In addition, it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by Seller that describes Seller’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, or any Person (other than “stop, look and listen” communication by the Seller Board pursuant to Rule 14d-9(f) of the Exchange Act or any Purchaser Party similar communication to the Seller Stockholders, shall not constitute an Adverse Recommendation Change or Purchaser Party Representative) an approval or recommendation with respect to any Acquisition Proposal; and. (ci) immediately notify For purposes of this Agreement, “Superior Proposal” shall mean any bona fide unsolicited written Acquisition Proposal (with all references to 15% in the Purchaser definition of Acquisition Proposal being treated as references to 50% for these purposes) made by a third party that did not result from a breach of this Section 5.15 that the Seller Board determines in good faith, after consultation with outside legal counsel and the Companyfinancial advisors, at first orallyis reasonably capable of being consummated, and then promptly if consummated would be more favorable from a financial point of view to the Seller Stockholders than the Contemplated Transactions, and in any event within 24 hours in writingall amendments or revisions irrevocably committed to by Buyer pursuant to Section 5.15(e)) taking into account all financial, regulatory, legal and other aspects of any such Acquisition Proposal, and shall provide including, without limitation, the Purchaser likelihood of consummation. (j) For purposes of this Agreement, “Acquisition Proposal” means any inquiry, indication of interest, proposal or offer for any transaction or series of related transactions involving (i) a merger, tender offer, recapitalization, reorganization, liquidation, dissolution, business combination or consolidation, or any similar transaction, involving DGLP, Subsidiary or the Business, (ii) a sale, lease, license, exchange, mortgage, pledge, transfer or other acquisition of assets that constitute at least 15% of the Assets, taken as a whole, or (iii) a purchase, tender offer or other acquisition (including by way of merger, consolidation, stock exchange or otherwise) of beneficial ownership (the term “beneficial ownership” for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the Exchange Act and the Company with copies rules and regulations thereunder) of all written documents, correspondence securities representing 15% or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description more of the material terms voting power of such correspondence sent DGLP or communicated to Subsidiary; provided, however, that the Shareholder, its affiliates or its, his, or her Representativesterm “Acquisition Proposal” shall not include the Contemplated Transactions.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i1) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Contact shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Contact or otherwiseany of its subsidiaries, and shall not permit any such person to: (i) actively solicit, assist, initiate, knowingly initiate or actively encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiryinquiries or proposals regarding, proposal constituting or offer that constitutes may reasonably be expected to lead to, an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) acceptwithdraw or modify, approveor propose publicly to withdraw or modify, endorse in a manner adverse to Stornoway, the approval of the Board of Directors of Contact of the Offer, (iv) approve or recommend, or propose publicly propose to acceptapprove or recommend, approve, endorse or recommend any Acquisition ProposalProposal or (v) accept or enter into, or take no position propose publicly to accept or remain neutral with respect toenter into, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to in respect of an Acquisition Proposal.; provided that nothing contained in this Agreement shall prevent the Board of Directors of Contact from taking any of the actions described in clauses (i) through (v) above in respect of a bona fide, written Acquisition Proposal received after the date hereof that: (a) did not result from a breach of any agreement between the person making such Acquisition Proposal and Contact or any of its subsidiaries, or this Section 7.1; (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, involves not less than 50.1 percent of the outstanding Contact Shares or other activities commenced prior to 50.1 percent of the date consolidated assets of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition ProposalContact; and (c) in respect of which the Board of Directors of Contact determines in its good faith judgment, after consultation with its financial advisors and its outside counsel, that there is a reasonable likelihood that any required financing will be obtained and that the Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction that: (A) is reasonably capable of completion in accordance with its terms without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal and (B) is more favourable to Contact Shareholders from a financial point of view than the Offer taking into account any approval requirements and all other financial, legal, regulatory and other aspects of such proposal. (any such Acquisition Proposal being referred to herein as a "Superior Proposal"). (2) Contact shall, and shall cause the officers, directors, employees, representatives and agents of Contact and its subsidiaries to, immediately terminate any existing discussions or negotiations with any parties (other than Stornoway) with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal. Contact agrees not to release any third party from any confidentiality agreement relating to a potential Acquisition Proposal to which such third party is a party. Contact further agrees not to release any third party from any standstill agreement or provision to which such third party is a party unless such third party has made the Superior Proposal. (3) Contact shall immediately notify the Purchaser and the CompanyStornoway of, at first orally, orally and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal or written inquiry that could lead to an Acquisition Proposal, and shall provide in each case received after the Purchaser and the Company with copies date hereof of all written documents, correspondence which any of its directors or other material received by the Shareholder, its affiliates or its, hisofficers become aware, or her Representatives any amendments to the foregoing, or any request for non-public information relating to Contact or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Contact or any of its subsidiaries by any person that informs Contact or such subsidiary that it is considering making, or has made, an Acquisition Proposal and any amendment thereto and, provided Stornoway agrees to such requests as to the confidentiality to be afforded in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic formAcquisition Proposal that the person proposing the Acquisition Proposal may reasonably request, a description of the material terms and conditions of any such Acquisition Proposal or inquiry, and shall provide the identity of the person making any such Acquisition Proposal or inquiry and such other details of the proposal or inquiry as Stornoway may reasonably request. Contact shall keep Stornoway (i) fully informed of the status, including any change to the material terms of any such Acquisition Proposal or inquiry; and (ii) provide Stornoway with copies of all correspondence and other written material sent or communicated provided to Contact from any person in connection with any Acquisition Proposal or inquiry or sent or provided by Contact to any person in connection with any Acquisition Proposal or inquiry immediately after receipt or delivery thereof. (4) If Contact receives a request for material non-public information from a person who proposes an unsolicited bona fide Acquisition Proposal and the Board of Directors of Contact determines that such proposal would be, if consummated in accordance with its terms, a Superior Proposal, then, and only in such case, the Board of Directors of Contact may, subject to the Shareholderexecution by such person of a confidentia lity agreement having substantially the same terms as the Confidentiality Agreement, provide such person with access in accordance with subsection (1) to information regarding Contact; provided, however, that the person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal, and provided further that Contact sends a copy of any such confidentiality agreement to Stornoway immediately upon its affiliates execution and Stornoway is immediately provided with a list and copies of all information provided to such person not previously provided to Stornoway and is immediately provided with access to information similar to that which was provided to such person. (5) Contact shall ensure that its officers and directors and those of it s subsidiaries and any financial or itsother advisors or representatives retained by it are aware of the provisions of this Section, hisand it shall be responsible for any breach of this Section by any such person or its advisors or representatives. (6) Nothing contained in this Section 7.1 shall prohibit the Board of Directors of Contact from making any disclosure to Contact Shareholders prior to the Expiry Date if, in the good faith judgment of the Board of Directors of Contact, after consultation with outside counsel, such disclosure is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties or her Representativesis otherwise required under applicable Laws.

Non-Solicitation. The Shareholder hereby covenants (1) Except as expressly provided in this Article 5, the Company and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisoradviser) or agent of the Company or of any of its Subsidiaries (collectively, “Representatives”), or otherwise, and shall not permit any such person Person to: (ia) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativethe Parent and the Purchaser) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iiic) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any public Acquisition ProposalProposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business Days will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five Business Day period (or in the event that the Company Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Company Meeting)); or (ive) accept, approve, endorse, recommend or execute accept or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) or publicly propose to accept, approve, endorse, recommend or execute accept or enter into any agreement, letter of intent, understanding or arrangement relating to arrangements in respect of an Acquisition Proposal. (b2) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representativethe Parent and the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will: (a) immediately discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries; and (cb) immediately notify within two Business Days, request, and exercise all rights it has to require (i) the Purchaser return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company represents and warrants that since January 1, 2012, the Company has not waived any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a Party, and further covenants and agrees (i) that the Company shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any Subsidiary is a party, and (ii) that neither the Company, at first orallynor any Subsidiary or any of their respective Representatives have or will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and then promptly and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any Subsidiary is a party, nor will they waive the application of the Rights Plan in any event within 24 hours in writing, favour of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthird party.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as otherwise expressly provided in this Section 5.7, the Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or otherwiseany of its Subsidiaries (collectively, and shall not permit any such person to:the “Representatives”): (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) any inquiryinquiries, proposal proposals or offer that constitutes an offers relating to any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to, or otherwise cooperate with or take any other action to facilitate any proposal that constitutes or would reasonably be expected to lead to any Acquisition Proposal (it being understood that the Company may inform persons of the provisions contained in this Section 5.7); (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of seven (7) days shall not be considered to be a breach of this Section 5.7); (iv) waive, release, modify, amend or otherwise forbear in the enforcement of, or enter into or participate in any discussions, negotiations or agreements to waive, release, modify, amend or otherwise engage forbear in respect of, any rights or other benefits under confidential information agreements relating to an Acquisition Proposal, including any "standstill" or similar provisions thereunder (it being acknowledged and agreed that the automatic termination of any such agreement or any provision of any such agreement pursuant to the express terms of any such agreement, shall not be in violation of this Section 5.7(a)(iv)); (v) accept, recommend, approve, agree to or endorse, or propose publicly to accept, recommend, approve, agree to or endorse, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality agreement permitted by Section 5.7(d)(i)); or (vi) make a Company Change in Recommendation. (b) The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Person (other than Parent) conducted by the Company or any of its Subsidiaries or Representatives with respect to any proposal that constitutes, or may reasonably be expected to constitute or lead to an Acquisition Proposal, and, in connection therewith, the Company will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall, as soon as reasonably practicable, to the extent it is entitled to do so, request the return or destruction of all confidential information regarding the Company and its Subsidiaries previously provided to any such Person or any other Person to the extent such information has not already been returned or destroyed. The Company shall use all commercially reasonable efforts to enforce any confidentiality, non-solicitation or standstill or similar agreements or provisions to which it and any third parties are party. (c) The Company shall promptly (and in any event within 24 hours of the receipt thereof) provide notice to Parent (at first orally and then in writing) of any Acquisition Proposal (or any amendment thereto, including any amendment to the consideration offered) or any request for non-public information relating to it or any of its Subsidiaries in connection with such an Acquisition Proposal or for access to the properties, books or records of the Company or any of its Subsidiaries by any Person that informs the Company that it is considering making, or has made, an Acquisition Proposal, in each case after the date of this Agreement. Such notice shall indicate the identity of the Person or Persons making such proposal, inquiry, offer or request, all material terms thereof and such other material details of the proposal, inquiry, offer or request known to the Company, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Company shall keep Parent promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and shall provide Parent copies of all material correspondence and other written material sent to or provided to it by any Person in connection with such inquiry, proposal, offer or request or sent or provided by it to any Person in connection with such inquiry, proposal, offer or request. (d) Notwithstanding any other provision of this Agreement and any other agreement between the Company and Parent, if at any time following the date of this Agreement and prior to obtaining the Requisite Approval, Company and its Representatives may: (i) enter into or participate in any discussions or negotiations with any Person a third party who seeks to initiate such discussions or negotiations with the Company, provided that such discussions or negotiations did not arise out of or relate to a breach of this Section 5.7, and subject to execution of a confidentiality agreement substantially similar to the Confidentiality Agreement (other than any Purchaser Party or Purchaser Party Representativeprovided that such confidentiality agreement shall not prohibit disclosure to Parent as required by this Section 5.7), the Company may furnish to such third party information concerning it and its business, properties and assets, in each case if, and only to the extent that: (A) regarding any inquirythe third party has first made an Acquisition Proposal that the Company Board determines, proposal or offer that in good faith after consultation with its financial advisors and legal counsel, constitutes or could would be reasonably be expected likely to constitute an Acquisition result in, a Superior Proposal;; and (iiiB) prior to furnishing such information to or entering into or participating in any such discussions or negotiations with such third party, it notifies the Parent in accordance with Section 5.7(c) and, if not previously provided to Parent, copies of all information provided to such third party shall be provided to Parent concurrently with, or as soon as practicable thereafter, the provision of such information to such third party. (e) Notwithstanding any other provision of this Agreement and any other agreement between the Company and Parent, at any time following the date of this Agreement and prior to obtaining the Requisite Approval, the Company may make a Company Change in Recommendation or accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter understanding or arrangement with respect to an Acquisition Proposal, but only if prior to doing so: (A) the Company Board shall have concluded in good faith, after receiving advice from its financial advisors and outside counsel, that the applicable Acquisition Proposal constitutes a Superior Proposal; (B) the Company shall otherwise have complied, in all material respects, with its applicable obligations set forth in this Section 5.7; and (C) Three (3) days (the “Response Period”) shall have elapsed from the time the Company gave the notice referred to in Section 5.7(d)(i)(B)and, if Parent has proposed to amend the terms of intentthe Arrangement in accordance with Section 5.7(f), the Company Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the applicable Acquisition Proposal continues to be a Superior Proposal; (D) Company shall give Parent, orally and in writing, at least three (3) days advance notice of any decision by the Company Board to make a Company Change in Recommendation or accept, approve or enter into any agreement, understanding or arrangement relating with respect to an Acquisition Proposal (i) confirming that the Company Board has determined that such Acquisition Proposal constitutes a Superior Proposal; and (ii) identifying the third party making the Superior Proposal and include a copy thereof and any amendments thereto. (f) The Company acknowledges and agrees that, during the Response Period or such longer period as the Company may approve for such purpose, Parent shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Company will negotiate in good faith and the Company Board will review any proposal by Parent to amend the terms of the Agreement in order to determine in good faith (in consultation with its financial advisors and legal counsel) whether Parent’s proposal to amend the Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. (bg) immediately cease and terminateEach successive amendment to any Superior Proposal that results in an increase in, and cause or modification of, the consideration (or value of such consideration) to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior received by the Company Shareholders pursuant thereto shall constitute a new Superior Proposal for the purposes hereof and a new three (3) day period shall commence. If the Company Board determines that the Acquisition Proposal is not a Superior Proposal as compared to the date proposed amendments to the terms of this Agreement the Agreement, it will promptly enter into an amended agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; andParent reflecting such proposed amendments. (ch) immediately notify Company shall reaffirm its recommendation of the Purchaser and the Company, at first orally, and then Arrangement by press release promptly and in any event within 24 120 hours in writing, of any reasonable written request to do so by Parent (or, in the event that the Company Meeting to approve the Arrangement is scheduled to occur within such 120 hour period, prior to the scheduled date of such Company Meeting) in the event that: (i) any Acquisition Proposal which is publicly announced is determined not to be a Superior Proposal, ; or (ii) the Parties have entered into an amended agreement pursuant to Section 5.7(g) which results in any Acquisition Proposal not being a Superior Proposal. (i) Each of Company and Parent agree that all information that may be provided to Parent by Company with respect to any Acquisition Proposal pursuant to this Section 5.7 shall be treated as if it were “Evaluation Material” as that term is defined in the Confidentiality Agreement and shall provide not be disclosed or used except in accordance with the Purchaser provisions of the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings. (j) Company shall ensure that its officers, directors and senior employees and any investment bankers or other professional advisers or professional representatives retained by it are aware of the provisions of this Section 5.7 and shall be responsible for any breach of this Section 5.7 by any of them. (k) Nothing in this agreement shall prevent the Company Board from complying with copies Section 2.17 of all written documents, correspondence or other material received Multilateral Instrument 62-104 Take Over Bids and Issuer Bids of the Canadian Securities Administrators and similar provisions under Applicable Canadian Securities Laws relating to the provision of directors’ circulars in respect of an Acquisition Proposal that is not a Superior Proposal but only following compliance with Section 5.7(e) by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.Company;

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it Stockholder shall, from the date hereof until the earlier of and shall cause its affiliates and its and its affiliates’ respective directors, officers, employees, investment bankers, legal, financial and other advisors or representatives (icollectively, “Stockholder Representatives”) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notnot to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage encourage, or otherwise facilitate (including by way of furnishing induce the making, submission or providing copies announcement of, access toan Acquisition Proposal (as defined in the Merger Agreement), (ii) furnish to any person (other than Parent, Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its subsidiaries, or disclosure of, any confidential informationafford access to the business, properties, facilitiesassets, books or records of the Company or any of its Subsidiaries subsidiaries to any person (other than Parent, Merger Sub or entering into any form designees of agreementParent or Merger Sub), arrangement or understanding) take any inquiry, other action intended to assist or facilitate any inquiries or the making of any proposal or offer that constitutes or could lead to an Acquisition Proposal; , (iiiii) enter into participate or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected person with respect to constitute an Acquisition Proposal; , (iiiiv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any an Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (ivv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, memorandum of understanding or arrangement other contract contemplating or otherwise relating to an Acquisition Proposal. Transaction or (bvi) immediately cease and terminate, and cause to be terminated, amend or waive any solicitation, encouragement, discussion, negotiation, rights under any “standstill” or other activities commenced prior to similar agreement between the date Company or any of this Agreement with its subsidiaries and any Person person (other than Parent); provided, however, that Stockholder may engage in any Purchaser Party of the foregoing activities if and solely to the extent that the Company is permitted to engage in such activities pursuant to Section 6.1 of the Merger Agreement. Stockholder shall immediately cease any and all existing activities, discussions or Purchaser Party Representative) negotiations with any persons conducted heretofore with respect to any Acquisition Proposal; and (c) immediately notify . Without limiting the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description generality of the material terms foregoing, Stockholder acknowledges and hereby agrees that any violation of such correspondence sent the restrictions set forth in this Section 5 by Stockholder or communicated any Stockholder Representatives shall be deemed to the Shareholder, be a breach of this Section 5 by Stockholder. Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its affiliates or its, his, or her Representativesterms.

Non-Solicitation. The Shareholder hereby covenants (1) Except as expressly permitted by this Article 5, the Company shall not, and irrevocably agrees that it shallshall cause its Subsidiaries and its and their respective directors, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 officers and (ii) the Effective TimeRepresentatives not to: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise continue, engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party with the Purchaser, or Purchaser Party Representativeits Representatives) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to: (i) advise any Person of the restrictions of this Agreement; and (ii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (iiic) withdraw, amend, modify or qualify, or publicly propose or state an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than three Business Days following the public announcement of such Acquisition ProposalProposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by the end of such three Business Day period); or (ive) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter Contract in respect of intent, understanding or arrangement relating to an Acquisition ProposalProposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3) . (b2) The Company shall, and shall cause each of its Subsidiaries and its and their respective directors, officers and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, negotiation or other related activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchaser, and its Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal. In connection therewith, the Company will (a) immediately discontinue access to and disclosure of all confidential information, including access to any data room and any other access to confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries to any such other Person; andand (b) within two Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person since January 1, 2016 and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its Subsidiaries provided to any such Person, in each case using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (c3) immediately notify The Company agrees that (i) it shall use commercially reasonable efforts to enforce each confidentiality, standstill or similar agreement, restriction or covenant to which the Purchaser Company or any of its Subsidiaries is a party and (ii) it shall not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, at first orallyor any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged and then promptly and in any event within 24 hours in writing, agreed by the Purchaser that the automatic termination or release of any Acquisition Proposalconfidentiality, and shall provide the Purchaser and the Company with copies of all written documentsstandstill or similar agreement, correspondence restriction or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf covenant of any such Person in connection therewith and if not in writing or electronic form, agreements as a description result of the material terms entering into this Agreement shall not be a violation of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Section 5.1(3)) .

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as otherwise provided in this Agreement, the Company and the Company Subsidiary shall not, directly or indirectly, indirectly through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person toRepresentative of the Company: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of discussion, negotiation, furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books permitting any visit to any facilities or records properties of the Company or any of its Subsidiaries the Company Subsidiary or entering into any form of written or oral agreement, arrangement or understanding) any inquiryinquiries, proposal proposals or offer offers regarding, or that constitutes an may reasonably be expected to lead to, any Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any Person person (other than the Offeror and its Representatives) regarding, any Purchaser Party Acquisition Proposal or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an potential Acquisition Proposal; (iii) acceptwithdraw, approvemodify or qualify, endorse or propose publicly to withdraw, modify or qualify, in any manner adverse to the Offeror, the approval or recommendation of this Agreement or the Offer by the Board or any of its committees; (iv) approve or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, or propose publicly to approve or recommend, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until seven (7) calendar days following the public announcement of such Acquisition Proposal shall not be considered a violation of this subsection 6.1(a)(iv); (v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or (ivvi) accept, approve, endorse, recommend release any person from or execute waive or enter into otherwise forebear in the enforcement of any confidentiality or publicly propose to accept, approve, endorse, recommend standstill agreement or execute any other agreement with such person that would facilitate the making or enter into implementation of any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) The Company shall immediately cease and terminate, and cause to be terminated, terminated any existing solicitation, encouragement, discussion, negotiation, encouragement or other activities commenced prior to the date of this Agreement activity with any Person person (other than the Offeror or any Purchaser Party of its Representatives) by the Company or Purchaser Party Representative) any of its Representatives with respect to any Acquisition Proposal or any potential Acquisition Proposal; and. The Company shall immediately cease to provide any person (other than the Offeror or any of its Representatives) with access to information concerning the Company or the Company Subsidiary in respect of any Acquisition Proposal or any potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any person (other than the Offeror or any of its Representatives) that has entered into a confidentiality agreement with the Company relating to any Acquisition Proposal or potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honoured. (c) immediately notify The Company shall ensure that its Representatives are aware of the Purchaser and the Company, at first orally, and then promptly and prohibitions in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser this Section 6.1 and the Company with copies shall be responsible for any breach of all written documents, correspondence or other material received this Section 6.1 by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(1) Except as expressly provided in this Article 5, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Company shall not, directly or indirectly, through any officer, director, employeeCompany Employee, representative (including any financial or other advisoradviser) or agent of the Company or otherwise, and shall not permit of any such person to:of its Subsidiaries (collectively “Representatives”): (ia) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any negotiations or meaningful discussions or negotiations with any Person (other than with the Purchaser or any Purchaser Party Person acting jointly or Purchaser Party Representativein concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute constitute, an Acquisition Proposal, provided that the Company may (i) advise any Person of the restrictions of this Agreement, (ii) contact the Person for the purposes of seeking clarification of the terms of such Acquisition Proposal, and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect toto any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of this Article 5 provided the Board has rejected such Acquisition Proposal or affirmed the Board Recommendation, any public Acquisition Proposalas the case may be, by or before the end of such five (5) Business Day period); or (ive) accept, approve, endorse, recommend or execute or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter agreement in respect of intent, understanding or arrangement relating to an Acquisition Proposal. (b2) Except as expressly provided in this Article 5, the Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussion or other activities commenced prior to the date of this Agreement negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativewith the Purchaser) with respect to any inquiry, proposal or offer that would reasonably be expected to constitute an Acquisition Proposal, and in connection therewith, the Company will: (a) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of the Company or of any of its Subsidiaries; and (cb) immediately notify request, and exercise all rights it has to require the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person other than the Purchaser in connection with such potential Acquisition Proposal (including before the date of this Agreement), including using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company covenants and agrees not to release any Person from, or waive such Person’s obligations respecting the Company, at first orallyunder any confidentiality, and then promptly and in any event within 24 hours in writing, standstill or similar agreement or restriction to which the Company is a party (it being acknowledged by the Purchaser that the automatic termination or release of any restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)), except to allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal, and shall provide provided that the Purchaser remaining provisions of this Article 5 are complied with, and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, hisundertakes to seek to enforce, or her Representatives in respect ofcause it Subsidiaries to seek to enforce, from all confidentiality, standstill, or on behalf similar agreements or restrictions that it or any of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated its Subsidiaries have entered into prior to the Shareholder, its affiliates date hereof or its, his, or her Representativesenter into after the date hereof.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notNeither Pro-Fac, nor the Company nor any of their respective Subsidiaries shall (whether directly or indirectlyindirectly through their respective officers, through any officerdirectors, directoradvisors, employeeagents, representative (including any financial representatives or other advisor) intermediaries), nor shall Pro-Fac, the Company or agent any of their respective Subsidiaries authorize or otherwise, and shall not permit any such person to: of their respective officers, directors, advisors, agents, representatives or other intermediaries (ithe "Company Representatives") to (a) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing non-public information) or providing copies oftake any action to facilitate the submission of any inquiries, access proposals or offers (whether or not in writing) from any Person (other than Buyer and its Affiliates), other than the transactions contemplated by this Agreement, that constitute, or are reasonably expected to lead to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; , (iib) enter into or otherwise engage or participate in any discussions or negotiations with regarding an Acquisition Proposal or (c) afford access to the properties, books or records of Pro-Fac, the Company or any of their respective Subsidiaries to any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably may be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommendconsidering making, or publicly propose to accepthas made, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) The Company shall immediately notify Buyer orally and shall promptly (and in no event later than 24 hours) notify Buyer in writing after having received any Acquisition Proposal, or request for nonpublic information relating to Pro-Fac, the Company or any of their respective Subsidiaries or for access to the properties, books or records of Pro-Fac, the Company or any of their respective Subsidiaries regarding an Acquisition Proposal (such oral and written notices shall identify the Person making such proposal or request and, if a proposal is made, setting forth the material terms thereof). The Company will keep Buyer fully informed, on a current basis, of the status and details of any such Acquisition Proposal or request. (c) Neither Pro-Fac, nor the Company, nor the Pro-Fac Board, nor any committee thereof shall withdraw or modify, or propose to withdraw or modify, in any manner adverse to Buyer, the approval or recommendation of this Agreement or the agreements and transactions contemplated hereby, or propose publicly to approve or recommend an Acquisition Proposal, unless (i) the withdrawal or modification of the approval or recommendation of this Agreement and the agreements and transactions contemplated hereby or the approval or recommendation of another proposal is, in the opinion of Pro-Fac's outside counsel, required, in response to an unsolicited bona fide written Superior Proposal, in order for the Pro-Fac Board to comply with its fiduciary duties to its stockholders under applicable law, and (ii) Pro-Fac and the Company have fully and completely complied with this Section 6.9. Nothing in this Section 6.9(c) shall prohibit Pro-Fac, the Company or Pro-Fac's Board from taking and disclosing to Pro-Fac's stockholders a position with respect to an Acquisition Proposal by a third party to the extent required under the Exchange Act or from making such disclosure to Pro-Fac's stockholders which, in the judgment of Pro-Fac's outside counsel, is required under applicable law; provided, that nothing in this sentence shall affect the obligations of Pro-Fac, the Company and Pro-Fac's Board under any other provision of this Agreement. (d) Pro-Fac and the Company shall immediately cease and terminatecause their respective Subsidiaries, officers, directors, advisors, agents, representatives and other intermediaries to cease immediately and cause to be terminatedterminated any and all existing activities, any solicitation, encouragement, discussion, negotiation, discussions or other activities commenced prior to the date of this Agreement negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) conducted heretofore with respect to any Acquisition Proposal; and (c) immediately notify , and following the Purchaser Closing, each of Pro-Fac and the Company, at first orallyas applicable, and then promptly and shall use its commercially reasonable efforts to cause any such parties in any event within 24 hours in writing, possession of any Acquisition Proposal, and shall provide the Purchaser and confidential information about Pro-Fac or the Company with copies of all written documents, correspondence or other material received that was furnished by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of Pro-Fac or the Company to return or destroy all such information in the possession of any such Person party or in connection therewith the possession of any agent or advisor of any such party. Pro-Fac and if the Company agrees not to release any third party from or waive any provisions of confidentiality in writing or electronic form, any confidentiality agreement to which the Company is a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesparty.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from (1) From the date hereof until the earlier of (i) the termination of date that this Agreement is terminated pursuant to Article 4 and (ii) 7, except as expressly provided in this Article 5, neither Party shall, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the Effective Timefollowing: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company a Party or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiryAcquisition Proposal in respect of such Party or any inquiries, proposal proposals or offer offers relating to any Acquisition Proposal or that constitutes could reasonably be expected to lead to an Acquisition ProposalProposal in respect of such Party; (iib) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, execute or enter into, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) acceptendorse, approve, endorse, recommend or execute or enter into or publicly propose to acceptinto, approve, endorse, recommend or execute or enter into any agreement, letter of intent, agreement in principle, agreement, arrangement, offer or understanding in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement contemplated under Section 5.3(1)) or arrangement relating otherwise cooperate with, or assist, participate in or facilitate any effort or attempt by, any Person to seek to do any of the foregoing in respect of an Acquisition Proposal. (b2) Each Party shall, and shall cause its Representatives and subsidiaries to, immediately cease and terminate, and cause to be terminated, any existing solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person person (other than any Purchaser the other Party or Purchaser Party Representativehereto) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, each Party will: (a) immediately discontinue access to and disclosure of any of all information, including any data room and any confidential information, properties, facilities, books and records of such Party or of any of its Subsidiaries; and (cb) immediately notify within two Business Days of the Purchaser date of this Agreement request and exercise all rights it has under any confidentiality agreement at the Company, at first orally, and then promptly and in any event within 24 hours in writing, date of this Agreement related to any Acquisition Proposal, and shall provide including an Acquisition Proposal made prior to the Purchaser and date hereof (i) the Company with return or destruction of all copies of any confidential information regarding such Party or any of its Subsidiaries provided to any person relating to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding such Party or any of its Subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) Each Party represents that it has not as at the date of this Agreement and in the 12 months prior to the date of this Agreement, waived any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement or restriction to which such Party or any of its Subsidiaries is a party. Each Party shall will use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which it or its Subsidiaries is a party and relates to a potential Acquisition Proposal (including a potential Acquisition Proposal made prior to the date hereof) and neither it, nor any of its Subsidiaries have or will, without the prior written documentsconsent of the other Party (which may be withheld or delayed in the other Party’s sole and absolute discretion), correspondence or other material received by the Shareholder, its affiliates or its, hisrelease any Person from, or her Representatives in respect ofwaive, from amend, suspend or on behalf otherwise modify such Person’s obligations, or any of its Subsidiaries, under any such confidentiality, standstill, non-disclosure, non-solicitation or similar agreement to which the Party or any of its Subsidiaries is a party; provided, however, that the Parties acknowledge and agree that the automatic termination or release of any such Person agreement, restriction or covenant in connection therewith and if accordance with their terms will not in writing or electronic form, be a description violation of this Section 5.1(3). (4) Each Party shall advise its Representatives of the material terms prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by a Party’s Representatives is deemed to be a breach of this Article 5 by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesParty.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notExcept as expressly provided in this Article 7, neither US Gold nor Minera Andes nor their respective Subsidiaries shall, directly or indirectly, through any officer, director, employee, investment banker, representative (including any financial or other advisor) or agent of such Party or its Subsidiaries, or otherwise, and shall not permit any such person to: : (i) solicit, assist, initiate, induce, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) any inquiryinquiries, proposal proposals or offer offers relating to, or that constitutes an would reasonably be expected to lead to, any Acquisition Proposal; , (ii) enter into engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party regarding, or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute lead to, any Acquisition Proposal, (iii) furnish to any Person any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other Person to make an Acquisition Proposal; , or that would reasonably be expected to lead to an Acquisition Proposal, (iiiiv) approve, accept, approve, endorse or recommend, or propose publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (ivv) accept, approve, endorse, recommend or execute accept or enter into or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, agreement (including a confidentiality or standstill agreement), understanding or arrangement relating arrangement, oral or written, in respect of, that is intended to result in, or would reasonably be expected to lead to an Acquisition Proposal, or (vi) make a Minera Andes Board Change in Recommendation or a US Gold Board Change in Recommendation, as applicable. (b) immediately cease and terminate, and cause to be terminated, Nothing contained in Section 7.1(a) or in any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date provision of this Agreement shall prevent the Target Party, prior to obtaining the requisite approval of the Arrangement Resolution, in the case of Minera Andes, or the US Gold Resolution, in the case of US Gold, and subject to compliance with the other provisions of this Article 7 (i) from engaging in discussions or negotiations with, or responding to enquiries from any Person that has made a bona fide, written Acquisition Proposal (which did not result from a breach of this Section 7.1) that the Target Party Board of Directors has determined in good faith constitutes or could reasonably be expected to result in a Superior Proposal, or providing information pursuant to Section 7.1(e) to any Person where the requirements of that Section are met, or (ii) from making a Minera Andes Board Change in Recommendation or US Gold Board Change in Recommendation, as the case may be, if the Target Party Board of Directors receives a bona fide written Acquisition Proposal (which did not result from a breach of this Section 7.1) that the Target Party Board of Directors has determined constitutes a Superior Proposal; provided that, in either case, the foregoing shall not relieve the Target Party from its obligation to proceed to call and hold the applicable shareholders' meeting and to hold the vote on the Arrangement Resolution or the US Gold Resolution, as the case may be, except in circumstances where this Agreement is terminated in accordance with the terms hereof. (c) Neither Party shall (i) release any third Person from a prohibition from making an offer for such Party's securities, (ii) fail to enforce any such prohibition, (iii) grant any consent with equivalent effect to (i) or (ii), or (iv) amend any provision of an agreement with such third Person with equivalent effect to (i) or (ii), in any case unless such third Person makes a Superior Proposal. (d) Each Party shall immediately cease any existing discussions or negotiations with any Person Persons (other than with any Purchaser Party or Purchaser Party Representativeother Party) with respect to any potential Acquisition Proposal; and (c) . Each Target Party shall immediately notify the Purchaser and Other Party of any Acquisition Proposal or of any inquiry, proposal or request received by it for non-public information relating to the CompanyTarget Party or any of its Subsidiaries or Entity Joint Ventures in connection with an Acquisition Proposal or for access to the properties, at books or records of the Target Party or any of its Subsidiaries or Entity Joint Ventures by any Person or entity that informs any officer or director of the Target Party or any of its Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice shall be made, from time to time, first orally, immediately orally and then promptly in writing, and shall indicate the identity of the Person making such proposal, inquiry or contact and all material terms and such other details of the proposal, inquiry or contact known to such Person as the Other Party may reasonably request. (e) If the Board of Directors of the Target Party receives a request for non-public information from a Person who proposes a bona fide written Acquisition Proposal prior to obtaining the requisite approval of the Arrangement Resolution, in the case of Minera Andes, or the US Gold Resolution, in the case of US Gold, and the Target Party's Board of Directors determines in good faith that such proposal is a Superior Proposal or could reasonably be expected to lead to a Superior Proposal (and if the Target Party and its Subsidiaries are in compliance with Section 7.1 and Section 7.2) then, and only in such case, may the Target Party provide the Person proposing an Acquisition Proposal with access to non-public information regarding the Target Party and its Subsidiaries and Entity Joint Ventures, provided the Person proposing an Acquisition Proposal has either previously entered or then enters into a confidentiality agreement substantially similar or not less onerous to that then in effect between the Parties, provided that the Other Party is promptly provided with a list and copies of all information provided to such Person not previously provided to the Other Party. The Target Party agrees to promptly send a copy of any such confidentiality agreement to the Other Party. (f) Each Party shall ensure that its and its Subsidiaries' officers and directors and any investment bankers or other advisers or representatives retained by it are aware of the provisions of this Section 7.1 and Section 7.2, and such Party shall be responsible for any breach of this Section 7.1 and Section 7.2 by such Persons or by any directors, officers or employees of such Party and its Subsidiaries. (g) Nothing contained in this Article 7 shall prohibit the Target Party or its Subsidiaries from taking and disclosing to its stockholders a position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or similar Canadian securities Laws and no disclosure that the Target Party Board of Directors may determine (after consultation with counsel) that it is required to make under applicable Law shall constitute a violation of this Agreement; provided, however, that in any event within 24 hours the Target Party Board of Directors shall not make a Minera Andes Board Change in writingRecommendation or US Gold Board Change in Recommendation, as the case may be, except in accordance with the provisions of this Article 7. Any disclosure by the Target Party relating to an Acquisition Proposal shall be deemed to be a Minera Andes Board Change in Recommendation or US Gold Board Change in Recommendation, as the case may be, unless the Target Party Board of Directors reaffirms its recommendation and declaration of advisability with respect to the Arrangement in such disclosure. (h) Nothing contained in this Agreement shall prohibit the board of directors of any Acquisition ProposalParty from withdrawing, modifying, qualifying or changing its recommendation to its shareholders in respect of the transactions contemplated hereby prior to approval of the Arrangement Resolution, in the case of Minera Andes, and shall provide approval of the Purchaser US Gold Resolution, in the case of US Gold, if (i) the board of directors of such Party determines, in good faith (upon the recommendation of its special committee and after receiving advice of outside legal counsel), that such withdrawal, modification, qualification or change is necessary for the Company board of directors to act in a manner consistent with copies its fiduciary duties under applicable Laws and (ii) the board of all written documents, correspondence or other material received by the Shareholder, directors of such Party has consulted with its affiliates or its, his, or her Representatives independent financial advisor (which must be a nationally recognized investment bank) and such financial advisor has confirmed in writing that it is unable to render a fairness opinion in respect of, from or of the Arrangement as of such time based on behalf the facts and circumstances then existing; provided that (a) not less than 48 hours before the board of directors considers any proposal in respect of any such Person in connection therewith withdrawal, modification, qualification or change, such Party shall give the other Party written notice of such proposal and if not in writing or electronic form, a description promptly advise the other Party of the material terms proposed consideration of such correspondence sent or communicated proposal; and (b) the foregoing shall not relieve a Party from its obligation to proceed to call and hold the Shareholderapplicable shareholders' meeting and to hold the vote on the Arrangement Resolution, its affiliates or itsin the case of Minera Andes, hisand the US Gold Resolution, or her Representativesin the case of US Gold, except in circumstances where this Agreement is terminated in accordance with the terms hereof.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notExcept as otherwise provided in this Article 5, Zarlink shall not directly or indirectly, indirectly through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person toof its Representatives: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of written or oral agreement, arrangement or understanding) any inquiryinquiries, proposal offers or offer that constitutes proposals regarding an Acquisition Proposal or otherwise co-operate in any way with, or assist with or participate in any way in any effort or attempt by any Person to make an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations regarding an Acquisition Proposal; (iii) withdraw, modify or qualify (or propose to do so) in a manner adverse to the Offeror, the approval or recommendation of the Zarlink Board of Directors or any committee thereof of the Offers or this Agreement; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal, or (v) accept, recommend, approve or enter into any letter of intent, agreement in principle, agreement, understanding or arrangement in respect of an Acquisition Proposal or providing for the payment of any break, termination or other fees or expenses to any Person in the event that Zarlink completes the transactions contemplated in this Agreement or any other transaction with the Offeror or any of its Affiliates agreed to prior to any termination of this Agreement, whether formal or informal. (b) Zarlink shall, and shall cause its Representatives to, immediately terminate any existing discussions or negotiations with any Person (other than the Offeror or its Representatives) with respect to any Purchaser Party proposal that constitutes, or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or which could reasonably be expected to constitute constitute, an Acquisition Proposal; (iii) accept, approvewhether or not initiated by Zarlink. Zarlink shall not amend, endorse modify or recommendwaive, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect tobut shall enforce, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter of the standstill provisions of the confidentiality agreements entered into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement by Zarlink with other Persons relating to an a potential Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the CompanyZarlink shall, at first orally, and then promptly as soon as practicable and in any event within 24 hours following receipt thereof notify the Offeror, at first orally and then in writing, of any inquiry, proposal or offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, any request for discussions or negotiations, and/or any request for non-public information relating to Zarlink or for access to properties, books and records or a list of the securityholders of Zarlink or any amendments to the foregoing. Such notice shall include the terms and conditions of, and the identity of the Person making, any inquiry, proposal or offer (including any amendment thereto), and shall provide include, in the Purchaser and the Company with case of a written proposal or offer, copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person proposal or offer or any amendment to any of the foregoing. Zarlink shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal or offer or any amendment to the foregoing, and will respond promptly to all inquiries by the Offeror with respect thereto. (d) Notwithstanding Section 5.1(a) or any provision of this Agreement to the contrary, if after the date of this Agreement, Zarlink receives a request for material non-public information in connection therewith relation to a potential Acquisition Proposal and if which proposes a bona fide Acquisition Proposal (that was not solicited, encouraged or facilitated after the date hereof in writing contravention of Section 5.1(a)), and (i) the Zarlink Board of Directors determines in good faith after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal is, or electronic formcould reasonably be expected to lead to, a description Superior Proposal and (ii) the failure to provide the Person making such Acquisition Proposal with access to such information regarding Zarlink would be inconsistent with the fiduciary duties of the material terms Zarlink Board of Directors, then, and only then, Zarlink may provide such correspondence sent or communicated person with access to information regarding Zarlink, subject to the Shareholderexecution of a confidentiality agreement, provided however that Zarlink sends a copy of any such confidentiality agreement to the Offeror promptly upon its affiliates execution and the Offeror is provided with a list of or its, his, or her copies of the information provided to such person and is provided forthwith with access to similar information to which such Person was provided. (e) Zarlink shall ensure that its Representatives are aware of the provisions of this Section 5.1 and Zarlink shall be responsible for any breach of this Section 5.1 by such Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(a) Subject to Section 6.4(b), from and after the date hereof until the earlier of (i) Effective Time or, if earlier, the termination of this Agreement pursuant to in accordance with Article 4 VIII, none of the Company, its Subsidiaries or any of their respective directors, officers, employees, consultants, agents, advisors, Affiliates and other representatives (ii“Representatives”) the Effective Time: (a) notshall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: : (i) initiate, solicit, assist, initiatepropose, knowingly encourage encourage, knowingly facilitate or otherwise facilitate knowingly assist (including by way of furnishing providing or making available information or providing copies ofaccess to its properties, access books, records or personnel) the submission of any inquiries, proposals or offers that constitute, or may reasonably be expected to lead to, an Acquisition Proposal or disclosure ofcontinue or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any confidential informationsuch inquiries, propertiesproposals, facilitiesdiscussions or negotiations, books or records furnish or disclose to any Person (other than Purchaser, Parent and their respective Representatives) any information in connection therewith; (ii) approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal or enter into any merger agreement, amalgamation agreement, arrangement agreement, plan of arrangement, letter of intent, term sheet, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement providing for or relating to an Acquisition Proposal, (iii) fail to enforce or grant any waiver or release under any confidentiality, standstill or similar agreement with respect to any class of securities of the Company or any of its Subsidiaries Subsidiaries; or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) acceptauthorize or commit to do any of the foregoing. Subject to Section 6.4(b), approvethe Company, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) its Subsidiaries and their respective Representatives shall immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussiondiscussion or negotiation with any Persons conducted heretofore by the Company, negotiationits Subsidiaries or any Representatives with respect to any potential Acquisition Proposals and, if not already so requested, request the prompt return, destruction or other activities commenced erasure of all confidential information previously furnished to any Persons or their Representatives during any solicitation, encouragement, discussion or negotiation that occurred at any time during the period commencing six (6) months prior to the date of this Agreement and ending on such date. (b) Notwithstanding any other provision of this Agreement or any standstill agreement or similarly restrictive agreement between the Company and any other Person, but subject to Section 6.4(c), if at any time following the date hereof and prior to obtaining the Requisite Vote, (i) the Company receives a bona fide written Acquisition Proposal from a third party not solicited or obtained in violation of Section 6.4(a) and (ii) the Board determines in good faith (after consultation with outside counsel and financial advisors) that (x) such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal and (y) that the failure to furnish information or enter into discussions or negotiations with such Person pursuant to this Section 6.4(b) would be inconsistent with its fiduciary duties under applicable Law, then, prior to obtaining the Requisite Vote, the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that (x) the Company and its Representatives will not disclose any non-public information to such Person without entering into an Acceptable Confidentiality Agreement, and (y) the Company will promptly (and in any event within twenty-four (24) hours) provide or make available to Purchaser any non-public information concerning the Company or its Subsidiaries, and access to any Company Employees, customers, partners and other third parties with whom the Company or its Subsidiaries has a relationship, provided to such other Person which was not previously provided to Purchaser. (c) The Company shall promptly (and in any event within twenty-four (24) hours) notify Purchaser in the event that the Company, its Subsidiaries or any of its or their respective Representatives receives (i) an Acquisition Proposal from a Person or group of related Persons; (ii) any request by a Person or group of related Persons for information relating to any potential Acquisition Proposal; or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal by a Person or a group of related Persons. Any such notice required by the preceding sentence shall include the identity of the Person or group of Persons making such proposal, request or inquiry and the material terms and conditions thereof (and shall include a copy of any written proposal, inquiry or request). The Company shall keep Purchaser informed on a prompt and current basis (and in any event within twenty-four (24) hours) as to the status and any material developments, modifications, discussions and negotiations concerning the matters referred to in the two preceding sentences that the Company is required to notify Purchaser in respect of, including the material terms and conditions thereof (and shall include a copy of any written modification or other material documentation relating thereto) and, upon the request of Purchaser, the Company shall reasonably inform Purchaser of the status thereof. Without limiting the foregoing, the Company shall notify Purchaser promptly (and in any event within twenty-four (24) hours) upon providing or making available information or engaging in negotiations concerning an Acquisition Proposal from a Person or group of related Persons pursuant to Section 6.4(b). Notwithstanding anything to the contrary contained in this Section 6.4, the Company and its Representatives shall provide confidential information only in compliance with the requirements of Section 6.4(b) and this Section 6.4(c) and the Company and its Subsidiaries shall not be party to any agreement that prohibits the Company from providing or making available to Purchaser any information or access provided or made available to any other Person pursuant to an Acceptable Confidentiality Agreement or otherwise complying with this Section 6.4. (d) Neither the Board nor any committee thereof shall directly or indirectly (i) modify or qualify in a manner adverse to Purchaser or withdraw, or publicly propose to modify or qualify in a manner adverse to Purchaser or withdraw, the Recommendation, (ii) approve or make any recommendation to the Company Shareholders in connection with any Person tender offer, take-over bid or other Acquisition Proposal (other than a recommendation against such offer, bid or Acquisition Proposal), (iii) fail to include the Recommendation in the Company Proxy Statement or otherwise take any other action in connection with the Company Meeting or make any other public statement inconsistent with such Recommendation, (iv) except in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act (which is covered by the succeeding clause (v)) or a take-over bid or insider bid (which is covered by the succeeding clause (vi)), fail to publicly reaffirm its recommendation of this Agreement within five (5) Business Days after Purchaser Party so reasonably requests in writing (or Purchaser Party Representativewithin such fewer number of days as remains prior to the day that is two (2) Business Days before the Company Meeting), (v) in the case of a tender offer or exchange offer subject to Regulation 14D under the Exchange Act, fail to recommend, in a solicitation/recommendation Statement on Schedule 14D-9, rejection of such tender offer or exchange offer within ten (10) Business Days of the commencement of such tender offer or exchange offer, or (vi) in the case of a take-over bid or insider bid subject to National Instrument 62-104 - Take-Over Bids and Issuer Bids of the Canadian Securities Administrators, fail to recommend, in a directors’ circular, rejection of such take-over bid or insider bid within fifteen (15) days of the date of such take-over bid or insider bid (any of the actions referred to in the foregoing clauses (i) through (vi) taken by the Board or a committee thereof, a “Recommendation Withdrawal”); provided, that at any time prior to obtaining the Requisite Vote, if (A) the Company receives an Acquisition Proposal which the Board concludes in good faith (after consultation with its outside counsel and financial advisors) constitutes a Superior Proposal and (B) the Board determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Board may (x) make a Recommendation Withdrawal or (y) terminate this Agreement pursuant to Section 8.1(c)(ii) in order to enter into a definitive agreement with respect to such Superior Proposal; provided, however, the Company shall not terminate this Agreement pursuant to Section 8.1(c)(ii) and any purported termination pursuant to Section 8.1(c)(ii) shall be void and of no force or effect, unless the Company has complied with this Section 6.4 (other than with respect to any Acquisition breach that is de minimis) and concurrently with such termination the Company pays to Purchaser the Termination Fee payable pursuant to Section 8.2(a) and substantially concurrently enters into a definitive agreement providing for such Superior Proposal; and provided, further, that the Board may not effect a Recommendation Withdrawal pursuant to this Section 6.4(d) or terminate this Agreement pursuant to Section 8.1(c)(ii) unless: (i) the Company has complied with this Section 6.4 (other than with respect to any breach that is de minimis); (ii) the Company shall have provided prior written notice to Purchaser, at least four (4) Business Days in advance (the “Notice Period”), of its intention to effect a Recommendation Withdrawal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms and conditions of any such Superior Proposal (notwithstanding anything herein to the contrary, including the identity of the Person or group of Persons making such Superior Proposal) and include all relevant transaction documents; (iii) during the Notice Period (or such shorter period as is specified in Section 6.4(e) below), the Board and its Representatives have negotiated in good faith with Purchaser (to the extent Purchaser desires to negotiate) regarding any revisions to the terms of this Agreement that may, at Purchaser’s sole discretion, be proposed by Purchaser in response to such Superior Proposal; and (civ) immediately notify at the end of the Notice Period (or such shorter period as is specified in Section 6.4(e) below), the Board (A) concludes in good faith (after consultation with its outside counsel and financial advisors) taking into account any adjustment or modification of the terms of this Agreement proposed by Purchaser that is capable of acceptance, that the Acquisition Proposal continues to be a Superior Proposal and (B) concludes in good faith (after consultation with outside counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. (e) In the event of any material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Purchaser and to comply with the requirements of Section 6.4(d) with respect to such new written notice, except that the Notice Period shall be reduced to two (2) Business Days. (f) The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality or other agreement subsequent to the date hereof which prohibits the Company from complying with this Section 6.4. (g) Nothing contained in this Section 6.4 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing a position as required by Rules 14d-9 and 14e-2(a) under the Exchange Act or similar Laws under Canadian Securities Laws or (ii) making any disclosure to the Company Shareholders if, in the good faith judgment of the Board (after consultation with outside counsel), the failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law; provided, however, that, notwithstanding the foregoing, nothing in this Section 6.4(g) shall be deemed to permit a Recommendation Withdrawal to be made without complying with Section 6.4(d). (h) Any breach by any Subsidiaries of the Company, at first orallyor any directors, and then promptly and in officers, employees, Affiliates of the Company or any event within 24 hours in writingof its Subsidiaries, of this Section 6.4, or any Acquisition Proposal, and shall provide the Purchaser and failure by the Company with copies to use reasonable best efforts to prevent its Representatives from any breach of all written documentsthis Section 6.4, correspondence or other material received shall be deemed a breach by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf Company of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Section 6.4.

Non-Solicitation. The Shareholder hereby covenants (1) Except as provided in this Article 5, the Company and irrevocably agrees that it the Subsidiary shall not, and none of the Company’s or the Subsidiary’s directors and officers shall, from and the date hereof until Company shall cause its and the earlier of Subsidiary’s investments bankers, attorneys, accountants and other advisors or representatives (isuch directors, officers, investments bankers, attorneys, accountants and other advisors or representatives, collectively, “Representatives”) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Timenot to, directly or indirectly: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingthe Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in or knowingly facilitate any discussions or negotiations with any Person (other than with the Purchaser and the Parent or any Person acting jointly or in concert with the Purchaser Party or Purchaser Party Representativethe Parent) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that, for greater certainty, the Company shall be permitted to advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute endorse or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) any agreement, letter agreement in respect of intent, understanding or arrangement relating to an Acquisition Proposal; or (e) authorize any of or commit to or agree to do any of the foregoing. (b2) The Company shall, and shall cause the Subsidiary and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussion or other activities negotiation commenced prior to the date of this Agreement with any Person (other than any with the Purchaser Party or Purchaser Party Representativeand the Parent and their Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will: (a) promptly discontinue access to and disclosure of all confidential information, including any data room and any access to the properties, facilities, books and records of the Company or of the Subsidiary; and (cb) immediately notify within two (2) Business Days, request (i) the return or destruction of all copies of any confidential information regarding the Company or the Subsidiary provided to any Person (other than the Purchaser and the CompanyParent) since August 1, at first orally, and then promptly and 2020 in any event within 24 hours in writing, respect of any a possible Acquisition Proposal, and shall provide (ii) the Purchaser and destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or the Subsidiary, using its commercially reasonable efforts to ensure that such requests are complied with copies in accordance with the terms of all written documentssuch rights. (3) The Company represents and warrants as of the date of this Agreement that, correspondence in the 12 months prior to the date of this Agreement, neither the Company nor the Subsidiary (directly or other material received indirectly, through any of its or their Representatives or otherwise) has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which the Company or the Subsidiary is a party. The Company agrees that it shall (i) use reasonable best efforts to enforce any confidentiality, standstill or similar agreement or restriction to which the Company or the Subsidiary is a party and (ii) not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or the Subsidiary, under any confidentiality, standstill or similar agreement or restriction to which the Company or the Subsidiary is a party (it being acknowledged by the Shareholder, its affiliates Parent and Purchaser that the automatic termination or its, his, or her Representatives in respect of, from or on behalf release of any standstill restrictions of any such Person in connection therewith and if not in writing or electronic form, agreements as a description result of the material terms entering into and announcement of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Agreement shall not be a violation of this Section 5.1(3)).

Non-Solicitation. The Shareholder hereby covenants (a) On and irrevocably agrees that it shall, from after the date hereof until the earlier of (i) the termination of date upon which this Agreement pursuant to Article 4 is terminated, and (ii) the Effective Time: (a) except as otherwise expressly provided in this Section 7.1, Target shall not, directly or indirectly, or through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwiseof its Representatives, and shall cause its subsidiaries and their Representatives not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) any inquiry, proposal inquiries or offer that constitutes proposals whatsoever which would constitute an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Acquiror, any Purchaser Party of its affiliates or Purchaser Party Representativeits or their Representatives) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or; (iv) accept, approve, endorse, recommend or execute accept or enter into or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, understanding or arrangement relating or other contract in respect of an Acquisition Proposal; or (v) make a Change in Recommendation, unless (A) it does not relate to an Acquisition ProposalProposal and (B) in the opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the Target Board is required to make a Change in Recommendation in order to comply with the fiduciary duties of such directors under applicable Law. (b) Except as otherwise provided in this Section 7.1, Target shall, and shall cause its subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussiondiscussion or negotiation with any Persons (other than Acquiror and its Representatives) conducted heretofore by Target, negotiationits subsidiaries or its or their Representatives with respect to any potential Acquisition Proposal and, in connection therewith, Target will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information (including all material including or incorporating or otherwise reflecting any material confidential information) regarding Target and its subsidiaries previously provided to any such Person or any other activities commenced Person. Target agrees that, except as permitted by Section 7.1(c), neither it nor any of its subsidiaries shall terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to a potential Acquisition Proposal or any standstill agreement to which it or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as the result of the entering into and announcement of this Agreement by Target, pursuant to the express terms of any such agreement, shall not be a violation of this Section 7.1(c)) and Target undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof; provided, however, that the foregoing shall not prevent the Target Board from considering an Acquisition Proposal that is reasonably likely to be a Superior Proposal and accepting a Superior Proposal that might be made by any such third party if the remaining provisions of this Agreement have been complied with. (c) Notwithstanding Sections 7.1(a) and 7.1(b) and any other provision of this Agreement or of any other agreement between Acquiror and Target, if at any time following the date of this Agreement and prior to obtaining the Target Shareholder Approval of the Arrangement Resolution at the Target Meeting, Target receives a written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.1(a) and provided that Target is in compliance with Sections 7.1(b) and 7.1(a)), the Target Board may (directly or through its advisors or Representatives): (i) if it believes, acting in good faith, that the Acquisition Proposal could reasonably be a Superior Proposal, contact the Person(s) making such Acquisition Proposal and its advisors solely for the purpose of clarifying such Acquisition Proposal and any Person (other than any Purchaser Party material terms thereof and the conditions thereto and likelihood of consummation so as to determine whether such proposal is, or Purchaser Party Representative) with respect is reasonably likely to any Acquisition be, a Superior Proposal; and (cii) immediately notify if, in the Purchaser opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the CompanyAcquisition Proposal constitutes or, at first orallyif consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), would be a Superior Proposal, then, and then promptly only in such case, Target may: (A) furnish information with respect to Target and its subsidiaries to the Person making such Acquisition Proposal for a period of not more than 21 days; and/or (B) participate in discussions or negotiations with, the Person making such Acquisition Proposal; and/or (C) waive any event within 24 hours in writing, of any standstill provision or agreement that would otherwise prohibit such person from making an Acquisition Proposal, provided that Target shall not, and shall provide the Purchaser and the Company not allow its Representatives to, disclose any non-public information with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, hisrespect to Target to such Person (i) if such non-public information has not been previously provided to, or her Representatives is not concurrently provided to, Acquiror; (ii) without entering into a confidentiality and standstill agreement (if one has not already been entered into) which is customary in respect of, from or on behalf of any such Person situations and which is no less favourable to Target and no more favourable to the counterparty than the confidentiality and standstill provisions contained in connection therewith the Confidentiality Agreement; and if not in writing or electronic form, (iii) without providing a description of the material terms copy of such correspondence sent or communicated confidentiality agreement to the Shareholder, its affiliates or its, his, or her RepresentativesAcquiror.

Non-Solicitation. The Shareholder hereby covenants (a) Each of the Acquiror and irrevocably agrees the Corporation agree that it shall, during the period from the date hereof until the earlier of the Closing Date and the Termination Date, it: (i) shall immediately cease and cause to be terminated any existing discussions or negotiations or other proceedings initiated prior to the termination date hereof by it, or its respective Representatives with respect to all Acquisition Proposals; shall not amend, modify, waive, release or otherwise forebear in the enforcement of, and shall use all commercially reasonable efforts to enforce, any confidentiality, non-solicitation or standstill or similar agreements or provisions to which it and any third parties are parties; and shall discontinue access to any of this Agreement pursuant its confidential information (and not establish or allow access to Article 4 and any of its confidential information, or any data room, virtual or otherwise); (ii) the Effective Time: (a) not, shall not directly or indirectly, through any officerRepresentative, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access toinformation), or disclosure ofcause or facilitate anyone else to solicit, initiate or knowingly encourage, any confidential informationAcquisition Proposal, properties, facilities, books or records of the Company or any inquiries or the making of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute lead to an Acquisition Proposal, from any Person, or engage in any discussion, negotiations or inquiries relating thereto, provided however that the Acquiror may request information from any Person who has made an Acquisition Proposal for the sole purpose of clarifying the terms of such Acquisition Proposal; (iii) acceptshall not provide information concerning its securities, approve, endorse assets or recommend, business to any Person for or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; orin furtherance of anything mentioned in Sections 12.1(i)or (ii) other than as required by Applicable Law; (iv) shall (i) immediately notify the Corporation if the Acquiror or any of its Representatives receives any indications of interest, requests for information or offers in respect of any Acquisition Proposal; and (ii) provide full details to the Corporation of the terms of any such indication, request or offers, subject to any contractual obligations of confidentiality; and (v) shall not accept, approverecommend, endorse, recommend or execute approve or enter into or publicly propose to publicly accept, approverecommend, endorse, recommend or execute approve or enter into any agreement, letter of intent, understanding or arrangement relating an agreement to implement an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants (1) Except as expressly provided in this Article 5, the Company and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) its Subsidiaries shall not, directly or indirectly, through any officerof their respective officers, directordirectors, employeeemployees, representative representatives (including any financial or other advisoradviser) or agent agents (collectively “Representatives”), or otherwise, and shall not otherwise permit any such person Representative to: (ia) make, solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an or may reasonably be expected to constitute or lead to, a Company Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchaser) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute an Acquisition Proposal; (iii) acceptor lead to, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any a Company Acquisition Proposal, or take no position otherwise co-operate with, assist or remain neutral participate in or facilitate or encourage in any way any effort or attempt by any other Person to undertake or seek to undertake an alternative transaction; (c) enter into any oral or written agreement, understanding, arrangement or letter of intent, with respect to, any public other Person regarding a Company Acquisition Proposal; or (ivd) acceptmake, approve, endorse, recommend or execute or enter into or publicly propose to acceptmake, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposala Company Change in Recommendation. (b2) The Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiationnegotiations, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Company Acquisition Proposal, and in connection therewith the Company shall: (a) discontinue access to and disclosure of all information, including the Company Data Room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary; and (cb) immediately notify promptly following the Purchaser and date hereof, to the Companyextent it is permitted to do so, at first orallyrequest, and then promptly and in any event within 24 hours in writing, exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any such Person other than the Purchaser; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company represents and warrants that the Company has not waived any confidentiality, standstill, non-solicitation, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party, and covenants and agrees that (i) the Company shall take all necessary action to enforce each confidentiality, standstill, non-solicitation, use, business purpose or similar agreement or restriction to which the Company or any Subsidiary is a party relating to a Company Acquisition Proposal, and shall provide (ii) neither the Company, nor any Subsidiary nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, use, business purpose or similar agreement or restriction to which the Company with copies or any Subsidiary is a party relating to a Company Acquisition Proposal, it being acknowledged and agreed that the automatic termination of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf any standstill provisions of any such Person in connection therewith agreement or restriction as a result of entering into and if not in writing or electronic form, a description of announcing this Agreement by the material Company pursuant to the express terms of any such correspondence sent agreement or communicated to the Shareholderrestriction, its affiliates or its, his, or her Representativesshall not be a violation of this Section 5.1.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notExcept as otherwise expressly provided in this Section 5.8 (including but not limited to Section 5.8(d)), neither Stars nor Flutter shall, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or otherwiseany of its Subsidiaries (collectively, and shall not permit any such person to:the “Representatives”): (i) solicit, assist, initiate, or knowingly encourage encourage, assist or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company Stars or Flutter or any of its Subsidiaries Subsidiary, as applicable, or entering into any form of agreement, arrangement or understandingunderstanding (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.8(d))) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (ii) enter into into, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativethe other Party) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any public Acquisition ProposalProposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.8 (or in the event that the Stars Meeting or the Flutter Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day before the date of the Stars Meeting or the Flutter Meeting, as applicable); provided the Stars Board or Flutter Board, as applicable, has rejected such Acquisition Proposal and affirmed their recommendation of the Arrangement before the end of such period); (iv) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.8(d)) (a “Proposed Agreement”); or (ivv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposalmake a Change in Recommendation. (b) Each of Stars and Flutter shall, and shall cause its Subsidiaries and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation, negotiation or other activities commenced prior to the date of this Agreement activity with any Person (other than any Purchaser the other Party) conducted by such Party or Purchaser Party Representative) any of its Subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, such Party will discontinue access to, and disclosure of, any of its information (and not establish or allow access to any of its or its Subsidiaries’ information, any data room, virtual or otherwise, or any of its or its Subsidiaries’ properties, facilities, books or records); andand shall as soon as possible request, and exercise all rights it has to require, the return or destruction of all confidential information regarding such Party and its Subsidiaries previously provided to any such Person or any other Person (other than the other Party and its Representatives) to the extent such information has not already been returned or destroyed. Neither Stars nor Flutter shall release any third party from any confidentiality, non-solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and each of Stars and Flutter undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that such Party or any of its Subsidiaries has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to the Party (it being acknowledged that the automatic termination or release of any such agreement, restriction or covenant as a result of either Party entering into this Agreement shall not be a violation of this Section 5.8(b)). Each of Stars and Flutter covenants and agrees (i) that it shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which it or any Subsidiary is a party, and (ii) that neither it, nor any Subsidiary or any of its Representatives have or will, without the prior written consent of the other Party, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting it, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which it or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to such Party. (c) immediately If a Party or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of (i) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (ii) any request (by any Person that such Party or any of its Subsidiaries or any of their respective Representatives is aware, or would reasonably be expected to be aware, is considering making, or has made, an Acquisition Proposal) for copies of, access to, or disclosure of, confidential information relating to such Party or any of its Subsidiaries, including information, access, or disclosure relating to the properties, facilities, books or records of such Party or any of its Subsidiaries, such Party shall promptly notify the Purchaser and the Companyother Party, at first orally, and then promptly as soon as practicable and in any event within 24 twenty four (24) hours in writing, of any such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and shall provide conditions (if applicable), the Purchaser identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Persons. The Parties shall keep one another promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by the other Party with respect thereto. (d) Notwithstanding any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the Stars Shareholder Approval or the Flutter Shareholder Approval, as applicable, a Party or its Representatives receives a bona fide unsolicited Acquisition Proposal and such Person was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction, Stars or Flutter, as applicable, has been, and continues to be, in compliance with its obligations under Section 5.8, and the Stars Board or the Flutter Board, as applicable, determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute or lead to a Superior Proposal, then, and only in such case, such Party may: (i) provide the Person making such an Acquisition Proposal with access to such information regarding such Party and its Subsidiaries as has been provided to the other Party or as is required to be provided by applicable Law; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that such Party shall not, and shall not allow any of its Subsidiaries or Representatives to, disclose any non-public information with respect to such Party or any of its Subsidiaries to such Person making such Acquisition Proposal without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to the other Party and (ii) provided to the other Party a list of and access to the information made or to be made available to such Person. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with such Party and may not restrict such Party or any of its Subsidiaries from otherwise complying with Section 5.8. (e) Notwithstanding anything to the contrary contained in Section 5.8(a) or any other provision of this Agreement, if a Party receives an Acquisition Proposal that constitutes a Superior Proposal, such Party may (i) make a Change in Recommendation in respect of such Superior Proposal or (ii) enter into any Proposed Agreement with respect to such Superior Proposal if, and only if, prior to effecting such Change in Recommendation and/or entering into such Proposed Agreement: (i) the Flutter Shareholder Approval or the Stars Shareholder Approval, as applicable, has not been obtained; (ii) such Party has complied in all material respects with Section 5.8; (iii) such Party has provided the other Party with a notice in writing that there is a Superior Proposal together with a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including documentation supporting the valuation of any non-cash consideration and any financing documents supplied to such Party in connection therewith and if therewith, subject to, in the case of financing documents, customary confidentiality provisions with respect to fee letters or similar information, such documents to be so provided to the other Party not in writing less than five (5) Business Days prior to the proposed acceptance, approval or electronic form, a description execution of the Proposed Agreement by such Party; (iv) five (5) Business Days (the “Matching Period”) shall have elapsed from the date the other Party received the notice and documentation referred to in Section 5.8(e)(iii)from such Party and, during any Matching Period, the other Party has had the opportunity (but not the obligation), in accordance with Section 5.8(f), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal, and, if the other Party has proposed to amend the terms of the Arrangement in accordance with Section 5.8(f), the Stars Board or the Flutter Board, as applicable, shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the other Party; and (v) after the Matching Period, the board of the Party in receipt of the Acquisition Proposal determines, after consultation with outside counsel and financial advisors, that the Acquisition Proposal constitutes a Superior Proposal. (f) Each of Stars and Flutter acknowledges and agrees that, during the Matching Period or such longer period as such Party may approve for such purpose, the other Party shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The Stars Board or the Flutter Board, as applicable, will, in consultation with outside legal counsel and financial advisers, review any proposal by the other Party to amend the terms of this Agreement in order to determine in good faith in the exercise of its fiduciary duties whether the other Party’s proposal to amend this Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal, and will respond to the other Party with such determination within three (3) Business Days of receiving the other Party’s proposal to amend this Agreement. If the Stars Board or the Flutter Board, as applicable, determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly enter into an amended agreement with the other Party reflecting such proposed amendments. Each Party undertakes to the other to negotiate in good faith and in a timely manner with the other Party during the Matching Period. (g) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Party receiving an Acquisition Proposal or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.8, and the other Party shall be afforded a new full five (5) Business Day Matching Period from the date on which the other Party received the notice and documentation referred to in Section 5.8(e)(iii) with respect to each new Superior Proposal. (h) Each of Stars and Flutter shall ensure that its Representatives and its Subsidiaries are aware of the provisions of this Section 5.8, and each of Stars and Flutter shall be responsible for any breach of this Section 5.8 by its Representatives and its Subsidiaries. (i) In circumstances where: (i) Stars or Flutter has notified the other that it intends to make a Change in Recommendation under Section 5.8(j); or (ii) Stars or Flutter provides the other with notice of a Superior Proposal contemplated by Section 5.8(e), on a date that is less than fifteen (15) Business Days prior to the Stars Meeting or the Flutter Meeting, as applicable, Stars or Flutter may, or if requested by the other, shall adjourn the Stars Meeting or the Flutter Meeting, as applicable, to a date that is fifteen (15th) Business Days after the date of such correspondence sent notice, provided, however, that neither the Stars Meeting nor the Flutter Meeting shall be adjourned or communicated postponed to a date that is later than the fifteenth (15th) Business Day prior to the ShareholderOutside Date. (j) Nothing in this Section 5.8 shall prohibit the Stars Board or the Flutter Board from (i) making a Change in Recommendation or from making any disclosure to any securityholders of the applicable Party prior to the Effective Time, its affiliates if, in the good faith judgment of the Stars Board or itsthe Flutter Board, hisas applicable, after consultation with outside counsel and financial advisors, failure to take such action or make such disclosure would be inconsistent with the fiduciary duties of the Stars Board or the Flutter Board, as applicable, or her Representativessuch action or disclosure is otherwise required under applicable Law and (ii) responding through a directors’ circular or equivalent document to an Acquisition Proposal that it determines is not a Superior Proposal, provided that such Party shall provide the other Party and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure (if practicable) and shall make all reasonable amendments as requested by the other Party and its legal counsel. (k) Nothing in this Section 5.8 shall prevent Flutter from complying with the requirements of the Irish Takeover Rules or the Irish Takeover Panel.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Each Seller shall not, and shall cause its respective Affiliates and Representatives not to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the relating to any Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingEntity) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute, an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any negotiations or meaningful discussions or negotiations with any Person (other than any Purchaser Party Buyer or Purchaser Party Representativeits Affiliates or their respective Representatives) regarding any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute constitute, an Acquisition Proposal; (iii) permit the BBU Board to, and the BBU Board shall not, fail to unanimously recommend (subject to any abstentions by directors that are conflicted) or withdraw, amend, modify or qualify in a manner that has substantially the same effect as withdrawing, amending, modifying, the Board Recommendation; (iv) following the date any Acquisition Proposal or any material modification thereto is first made public, fail to publicly reaffirm within three Business Days after having been requested in writing to do so by Buyer, the Board Recommendation (which request may only be made once with respect to any such Acquisition Proposal, except that Buyer may make an additional request after any material change in the terms of such Acquisition Proposal); (v) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (ivvi) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter agreement in respect of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately Immediately following the date of this Agreement, each Seller shall, and shall cause its respective Affiliates and Representatives to cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussion or other activities commenced prior to the date of this Agreement negotiations with any Person (other than any Purchaser Party Buyer or Purchaser Party Representativeits Affiliates or their respective Representatives) with respect to any inquiry, proposal or offer made prior to the execution and delivery hereof that would reasonably be expected to constitute an Acquisition Proposal, and in connection therewith, each Seller shall, and shall cause its respective Affiliates and Representatives to: (i) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of any Company Entity; and (ii) request, and use reasonable best efforts to exercise all rights it has to require, the return or destruction of all copies of any confidential information regarding any Company Entity provided to any Person (other than Buyer or its Affiliates or their respective Representatives) that has executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal, and use its reasonable best efforts to ensure that such requests are fully complied with in accordance with the terms of such rights. (c) immediately Each Seller agrees not to, and shall cause its respective Affiliates and Representatives not to, without the prior written consent of Buyer, release any Person from, or waive such Person’s obligations under any confidentiality, standstill or similar agreement or restriction to which any such Seller, Affiliate or Representative is a party and that relates to the Company Entities (it being acknowledged by Buyer that the automatic termination or release of any restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 7.16(c)). (d) If any senior-level officer or employee of either Seller receives or becomes aware of, whether through a Seller or any of its Affiliates or Representatives, any inquiry, proposal, offer or request that constitutes or would reasonably be expected to constitute an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to any Company Entity, including information, access, or disclosure relating to the properties, facilities, books or records of any Company Entity, in each case, in connection with an Acquisition Proposal, Sellers shall promptly notify the Purchaser and the CompanyBuyer, at first orally, and then promptly and in any event within 24 hours in writing, of any such Acquisition Proposal, inquiry, proposal, offer or request (or any amendment thereto), provide a summary of its material terms and shall provide the Purchaser conditions and the Company with copies identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and provide a copy of any written documentsAcquisition Proposal. (e) From and after the time at which the BBU Minority Approval has been obtained, correspondence or other material received by the Shareholder, its affiliates or its, hisno breach of this Section 7.16 shall have any effect on, or her Representatives in be considered with respect ofto, from or on behalf the failure of any such Person condition set forth in connection therewith and if not in writing or electronic form, a description of Article 8. (f) The Buyer acknowledges that the material terms of such correspondence sent or communicated BBU Board shall be permitted to make any disclosure to the ShareholderBBU Unitholders required by Applicable Law; provided that, its affiliates or itsfor certainty, his, or her Representativesany such disclosure must comply with Section 7.15 and this Section 7.16.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Emerald shall not, and shall cause its Affiliates not to, directly or indirectly, through any officer, director, employee, representative (including any financial of its or other advisor) or agent or otherwise, its Affiliates’ Representatives and shall not permit any such person Person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries relating to PSF or entering into any form of agreement, arrangement or understandingcommitment) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to an Acquisition Proposal, other than with Village Farms and its Affiliates; (iii) make a Change in Recommendation; (iv) make any public announcement or take any other action inconsistent with, or that could reasonably be regarded as detracting from, the recommendation of the board of directors of Emerald that the Emerald Shareholders vote in favour of the Emerald Resolution; (v) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any Acquisition Proposal that has been made public (it being understood that publicly taking no position or a neutral position with respect to a publicly announced or otherwise publicly disclosed Acquisition ProposalProposal for a period of two (2) Business Days shall not be considered a breach of this Section 6.1 provided that the board of directors of Emerald has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such two (2) Business Day period); or (ivvi) acceptenter into, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, agreement in principle, agreement, arrangement or understanding (i) in respect of or arrangement relating in any way related to an any Acquisition Proposal; (ii) requiring Emerald to abandon, terminate or fail to consummate the Transaction or (iii) providing for the payment of any break, termination or other fees or expenses (no matter how characterized) or conferring any other rights or options to acquire the Purchased Shares upon any Person including in the event that Emerald or any of its Affiliates completes the transactions contemplated by this Agreement or any other transaction with Village Farms agreed to prior to any termination of this Agreement. (b) Emerald shall, and shall direct and cause its Affiliates and its and their Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party RepresentativeVillage Farms and its affiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith shall: (i) discontinue access to and disclosure of all information regarding PSF, including any data room and any other confidential information, properties, facilities, books or records of Emerald, PSF or any Affiliate of Emerald that includes any such information; and (ii) to the extent that such information has not previously been returned or destroyed, within two (2) Business Days of the date hereof request, and use its commercially reasonable efforts to require, (i) the return or destruction of all copies of any confidential information regarding PSF, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding PSF provided to any Person (other than Village Farms and its affiliates), and use its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (c) immediately notify Emerald represents and warrants that neither it nor any of its Representatives or Affiliates has waived any standstill or similar agreement or restriction with respect to the Purchaser Purchased Shares in effect as of the date of this Agreement to which it is a party. Emerald further covenants and agrees that (a) it and its Representatives shall take all commercially reasonable action to enforce each confidentiality, standstill, non-disclosure, non-solicitation, use, business purposes or similar agreement or covenant with respect to the Company, at first orallyPurchased Shares, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal(b) it shall not release, and shall provide cause its agents and Affiliates not to release, any Person from, or waive, amend, suspend or otherwise modify any provision of, or grant permission under or fail to enforce, any standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement or covenant with respect to the Purchaser and Purchased Shares. (d) Any violation of the Company with copies of all written documents, correspondence or other material received restrictions set forth in this Article 6 by the ShareholderEmerald, its affiliates Affiliates or its, his, or her their respective Representatives in respect of, from or on behalf shall be deemed to be a breach of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Article 6 by Emerald.

Non-Solicitation. The Shareholder hereby covenants (a) From and irrevocably agrees that it shall, from after the date hereof of this Agreement until the earlier of (i) the termination of Appointment Time or the date, if any, on which this Agreement is terminated pursuant to Article 4 Section 8.1, and except as otherwise expressly provided for in this Section 5.2, the Company agrees that it shall not (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person Company Subsidiary to: ), and that it shall use its reasonable best efforts to cause its Affiliates and Representatives not to, directly or indirectly: (i) solicit, assistinitiate or knowingly facilitate or encourage the submission of any Competing Proposal or any inquiries with respect thereto, initiate(ii) initiate or participate in any negotiations regarding, knowingly encourage or furnish to any person any nonpublic information with respect to, any Competing Proposal, (iii) engage in discussions with any person with respect to any Competing Proposal, (iv) approve or recommend, or propose publicly to approve or recommend, any Competing Proposal, or, if a Competing Proposal has been publicly disclosed, fail to publicly recommend against any such Competing Proposal within ten (10) business days of the request of Parent and reaffirm the Company Board Recommendation within such ten (10) business day period, (v) withdraw, change, amend, modify or qualify, or otherwise facilitate propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to Parent or Purchaser, or otherwise make any statement or proposal inconsistent with, the Company Board Recommendation, (including by way of furnishing vi) fail to include the Company Board Recommendation in the Schedule 14D-9 or providing copies ofany Proxy Statement, access as applicable, (vii) approve, recommend, authorize, agree to, accept or disclosure of, enter into any confidential information, properties, facilities, books binding or records non-binding letter of the Company intent or similar document or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingcommitment related to any actual or proposed Competing Proposal, or (viii) resolve, propose or agree to do any inquiryof the foregoing (any act or failure to act relating to clauses (iv), proposal (v) and (vi) or offer that constitutes an Acquisition Proposal;clause (viii) with respect to any matter covered in said clauses (iv), (v) or (vi)) above, a “Change of Recommendation”). (iib) enter into or otherwise engage or participate in The Company shall, and shall cause each of the Company Subsidiaries and its Representatives to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Person or its Representatives (other than the parties hereto) conducted heretofore or that may be ongoing with respect to, or that may reasonably be expected to lead to, any Purchaser Party Competing Proposal, (ii) obtain the prompt return or Purchaser Party Representativedestruction of all information previously furnished to any such Person or its Representatives and written certification of such return or destruction and (iii) regarding take such action as is necessary to enforce any inquiryconfidentiality or “standstill” provisions or provisions of similar effect to which it is a party or of which it is a beneficiary. (c) The Company promptly (and in any event within forty-eight (48) hours) shall advise Parent orally and in writing of (i) any Competing Proposal and of any determinations made by the Company or the Company Board of Directors with respect to any Competing Proposal and (ii) any request for non-public information relating to the Company or the Company Subsidiaries, proposal including the terms and conditions of any such Competing Proposal. The Company shall keep Parent apprised on a current basis of the status (including any material change to the terms thereof) of any such Competing Proposal. (d) Notwithstanding the limitations set forth in Section 5.2(a), if the Company receives prior to the Appointment Time an unsolicited bona fide written Competing Proposal, which in the good faith determination of the Company Board of Directors, after consultation with the Company’s outside legal and financial advisors (i) constitutes a Superior Proposal or offer that constitutes or (ii) could reasonably be expected to constitute an Acquisition Proposal; result, after the taking of any of the actions referred to in either of clause (iiix) acceptor (y) below, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition in a Superior Proposal from the proponent of the Competing Proposal, or take no position or remain neutral with respect tothe Company may, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date Appointment Time, take the following actions (but only if and to the extent that the Company Board of this Directors first concludes in good faith after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law and provides Parent with prior notice): (x) furnish nonpublic information to the third party making such Competing Proposal, if, and only if, prior to so furnishing such information, the Company receives from the third party an executed Acceptable Confidentiality Agreement and (y) engage in discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) the third party with respect to any Acquisition the Competing Proposal; and provided, however, that as promptly as reasonably practicable (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours forty-eight (48) hours) following the Company taking such actions as described in writingclauses (x) and (y) above, the Company shall (A) provide the notice and information set forth in Section 5.2(g) hereof, including without limitation written notice to Parent of such Competing Proposal, the determinations of the Company Board of Directors as provided for in clauses (i)­(ii) above, as applicable, and actions taken by the Company and its Representatives (with respect to which the Company shall keep Parent apprised on a current basis) and (B) provide to Parent any non-public information concerning the Company provided to such third party which was not previously provided to Parent. (e) Notwithstanding the limitations set forth in Section 5.2(a), prior to the Appointment Time, the Company Board of Directors may, with prompt (and in any event within forty-eight (48) hours) notice to Parent, effect a Change of Recommendation in response to an Effect occurring after the date hereof, other than of or relating to a Competing Proposal, if the Company Board of Directors has concluded in good faith after consultation with the Company’s outside legal and financial advisors that the failure of the Company Board of Directors to effect a Change of Recommendation would be inconsistent with the exercise of the fiduciary duties of the Company Board of Directors to the Company’s stockholder under applicable Law. (f) Notwithstanding the limitations set forth in Section 5.2(a), if the Company Board of Directors has concluded in good faith after consultation with the Company’s outside legal and financial advisors that a Competing Proposal constitutes a Superior Proposal (and remains such after taking into account any proposals offered by Parent or Purchaser) and that the failure to do so would be inconsistent with the fiduciary duties of the Company Board of Directors to the Company’s stockholders under applicable Law, then the Company Board of Directors may prior to the Appointment Time cause the Company to, after complying with Section 5.2(g) hereof and paying Parent the Termination Fee in accordance with Section 8.2, enter into a binding written agreement with respect to such Superior Proposal and terminate this Agreement in accordance with Section 8.1. (g) Neither the Company nor the Company Board of Directors shall take any of the actions described in Section 5.2(f) or terminate this Agreement pursuant to Section 8.1(a)(v), in each case, unless (i) the Company shall have complied in all material respects with this Section 5.2, (ii) the Company shall have given Parent and Purchaser prompt (but in any event, within forty-eight (48) hours) written notice (a “Notice of Superior Proposal”) advising them of the decision of the Company Board of Directors to take such action, detailing the terms and conditions of the Competing Proposal that serves as the basis of such action and including copies of any Acquisition definitive document or correspondence evidencing such Competing Proposal, and (iii) (A) the Company shall provide have given Parent and Purchaser three (3) business days after delivery of such notice to propose revisions to the terms of this Agreement and/or the Transactions (and/or make any other proposals) and during such time shall have negotiated and caused its Representatives to negotiate (if Parent and the Purchaser and have notified the Company that they desire to negotiate), confidentially and in good faith with copies Parent and Purchaser so as to have such Competing Proposal cease to qualify as a Superior Proposal and (B) the Company Board of Directors shall have determined in good faith, after consultation with its outside financial and legal advisors and considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered by Parent and Purchaser, that such Competing Proposal nevertheless remains a Superior Proposal and that failing to take the actions described in Section 5.2(f), as applicable, or terminating this Agreement pursuant to Section 8.1(a)(v), in each case as sought to be taken, would be inconsistent with the fiduciary duties of the Company Board of Directors to the Company’s stockholders under applicable Law. The Company acknowledges and agrees that each successive material amendment or material revision to any Superior Proposal or any material term thereof shall constitute a new Superior Proposal, as applicable, for all written documentspurposes of this Agreement, correspondence or other material received including without limitation with respect to necessitating the delivery of a new Notice of Superior Proposal, new two (2) business day period and new determinations by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf Company Board of Directors as set forth herein. The Company shall keep Parent apprised of any such Person amendments or revisions or other developments with respect thereto. (h) Nothing contained in connection therewith and if not in writing this Agreement shall prohibit the Company or electronic form, a description the Company Board of the material terms of such correspondence sent or communicated Directors from disclosing to the ShareholderCompany’s stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the Company Board of Directors has reasonably determined in good faith, its affiliates after consultation with outside legal counsel, that the failure to do so would be inconsistent with any applicable Law; provided, that any such disclosure(s) (other than a “stop, look and listen” or its, his, similar communication confined to the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be a Change of Recommendation under Section 5.2(a) hereof unless the Company Board of Directors expressly and unconditionally reaffirms the Company Board Recommendation within ten (10) business days of a request by Parent or her RepresentativesPurchaser.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(1) Except as expressly provided in this Section 7.2, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Company shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of the Company or otherwiseany of its subsidiaries (collectively, and shall not permit any such person to: “Representatives”): (ia) solicit, assist, initiatefacilitate, knowingly encourage or otherwise facilitate initiate any inquiries or proposals regarding an Acquisition Proposal; (b) encourage or participate in any discussions or negotiations, including by way furnishing any information relating to the Company or any of furnishing its subsidiaries or providing copies of, affording access to, or disclosure of, any confidential informationto the business, properties, facilitiesassets, books or records of the Company or its subsidiaries, with any of its Subsidiaries or entering into any form of agreement, arrangement or understandingperson (other than the Purchaser Parties) any inquiry, proposal or offer that constitutes regarding an Acquisition Proposal; ; (iic) enter into or otherwise engage or participate make a Change in any discussions or negotiations with any Person Recommendation; (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iiid) accept, approve, endorse or recommend, or propose publicly propose to accept, approve, endorse or recommend recommend, any Acquisition Proposal, or take Proposal (it being understood that publicly taking no position or remain a neutral position with respect to, any public to an Acquisition ProposalProposal for a period of no more than ten days following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 7.2(1)); or or (ive) accept, approve, endorse, recommend or execute or enter into into, or publicly propose to accept, approve, endorse, recommend or execute or enter into into, any agreement, letter Contract in respect of intent, understanding or arrangement relating to an Acquisition ProposalProposal (other than a confidentiality and standstill agreement permitted by Section 7.2(3)). (b2) Except as otherwise provided in this Section 7.2, the Company shall, and shall cause its subsidiaries and Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussiondiscussion or negotiation with any persons conducted heretofore by the Company, negotiationits subsidiaries or any Representatives with respect to any actual or potential Acquisition Proposal, and, in connection therewith, the Company shall discontinue access to the Data Room (and not establish or allow access to any other activities commenced prior data rooms, virtual or otherwise or otherwise furnish information) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information regarding the Company and its subsidiaries previously provided to any such person or any other person and shall request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding the Company and its subsidiaries. The Company agrees that neither it, nor any of its subsidiaries, shall terminate, waive, amend or modify, and agrees to actively prosecute and enforce, any agreement containing standstill provisions and any provision of any existing confidentiality agreement or any standstill agreement to which it or any of its subsidiaries is a party (except to allow the person party to such provisions or agreement to privately propose an Acquisition Proposal to the Company and except that the Purchaser acknowledges that the automatic termination of the standstill provisions of such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 7.2(2)); provided that the foregoing shall not prevent the Board of Directors from considering and accepting any new Acquisition Proposal that is determined to be a Superior Proposal that might be made by any such person, provided that the remaining provisions of this Section 7.2 are complied with. (3) Notwithstanding Section 7.2(1), Section 7.2(2) and any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Company Meeting, the Company receives a written Acquisition Proposal not resulting from a breach of this Section 7.2 that the Board of Directors determines in good faith, after consultation with any Person its financial advisors and outside legal advisors, constitutes or could reasonably be expected to constitute a Superior Proposal, then the Company may, following compliance with Section 7.2(4): (other than any Purchaser Party or Purchaser Party Representativea) furnish information with respect to any the Company and its subsidiaries to the person making such Acquisition Proposal; andand/or (cb) immediately notify enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal; provided that the Company shall not, and shall not allow its Representatives to, disclose any non-public information to such person without having entered into a confidentiality and standstill agreement with such person that contains provisions that are no less favourable to the Company than those contained in the Confidentiality Agreement except that such agreement need not restrict the ability of such person to privately propose an Acquisition Proposal to the Company (a correct and complete copy of which confidentiality and standstill agreement shall be provided to the Purchaser before any such non-public information is provided), provided that such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with the Company, at first orallyCompany and may not restrict the Company or its subsidiaries from complying with this Section 7.2, and then shall promptly provide to the Purchaser any material non-public information concerning the Company or its subsidiaries provided to such other person which was not previously provided to the Purchaser. (4) The Company shall promptly (and in any event within 24 hours following receipt) notify the Purchaser (at first orally and thereafter in writing) in the event it receives after the date hereof an Acquisition Proposal (including any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of any the Company or its subsidiaries, in each case, in connection with a potential Acquisition Proposal), including the material terms and conditions thereof (including the identity of the person making the Acquisition Proposal), and shall regularly and promptly inform the Purchaser in writing as to the status of developments and negotiations with respect to such Acquisition Proposal, including any changes to the material terms or conditions, of such Acquisition Proposal. (5) Notwithstanding anything in this Agreement to the contrary, if at any time following the date of this Agreement and shall provide prior to obtaining the approval of the Arrangement Resolution by the Shareholders at the Company Meeting, the Company receives an Acquisition Proposal not resulting from a breach of this Section 7.2 that the Board of Directors concludes in good faith, after consultation with its financial and outside legal advisors, constitutes a Superior Proposal, the Board of Directors may, subject to compliance with the procedures set forth in Section 8.1(1)(d)(i), authorize the Company to terminate this Agreement and contemporaneously enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors determines in good faith, after consultation with its outside legal advisors, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, if and only if: (a) it has provided the Purchaser and with a copy of the Superior Proposal document, together with any financing documents supplied to the Company in connection therewith, and written confirmation from the Company that the Board of Directors has determined that the proposal constitutes a Superior Proposal; and (b) five business days (the “Matching Period”) shall have elapsed from the date that is the later of (i) the date the Purchaser received written notice advising the Purchaser that the Board of Directors has resolved, subject only to compliance with copies this Section 7.2, to terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal and (ii) the date the Purchaser has received all of all written documentsthe materials set forth in Section 7.2(5)(a), correspondence (it being understood that the Company shall promptly inform the Purchaser of any amendment to the financial or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated Superior Proposal during such period). (6) During the Matching Period, the Company agrees that the Purchaser shall have the right, but not the obligation, to offer to amend the terms of this Agreement. The Board of Directors shall review any offer by the Purchaser to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties and in consultation with its financial and outside legal advisors, whether the Purchaser’s amended offer, upon acceptance by the Company would cause the Superior Proposal giving rise to the ShareholderMatching Period to cease to be a Superior Proposal. If the Board of Directors so determines, the Company shall enter into an amended agreement with the Purchaser reflecting the Purchaser’s amended offer. If, after the expiry of the Matching Period, the Board of Directors continues to believe, in good faith, after consultation with its affiliates or itsfinancial and outside legal advisors, histhat such Superior Proposal remains a Superior Proposal and therefore rejects the Purchaser’s amended offer, if any, or her Representativesthe Purchaser fails to enter into an agreement with the Company reflecting such amended offer, the Company and the Board of Directors may, subject to compliance with the other provisions hereof, effect a Change in Recommendation (other than of the type referred to in clause (D) of the definition thereof) and/or, subject to payment of the Termination Fee as set forth in Section 8.1(1)(d)(i), terminate this Agreement to enter into an agreement in respect of a Superior Proposal. (7) In the event that the Company provides the notice contemplated by Section 7.2(5)(b) on a date which is less than five business days prior to the Company Meeting, the Purchaser shall be entitled to require the Company to adjourn or postpone the Company Meeting to a date that is not more than seven business days after the date of such notice. (8) The Company acknowledges that each successive modification to any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under Section 7.2(5)(b) and shall initiate a new five business day period. (9) Nothing contained in this Agreement, including Section 7.2(1), shall prohibit the Board of Directors from making a Change in Recommendation (other than of the type identified in clause (D) of the definition thereof) or from making any disclosure to any securityholders of the Company prior to the Effective Time, including for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board of Directors, after consultation with outside legal counsel, failure to take such action or make such disclosure would be a breach of the Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including its obligations under Rules 14e-2 and 14d-9 under the 1934 Act with regard to an Acquisition Proposal and by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under Securities Laws), provided that for greater certainty in the event of a Change of Recommendation and a termination by the Purchaser of this Agreement pursuant to Section 8.1(1)(c)(i), the Company shall pay the Termination Fee as required by Section 7.3(2). The Board of Directors may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least two business days prior written notice of its intention to make such Change in Recommendation; provided that, for greater certainty, the foregoing limitation shall not apply in respect of any actions taken under Section 7.2(6) after the expiry of the Matching Period. In addition, nothing contained in this Agreement shall prevent the Company or the Board of Directors from calling and holding a meeting of the Shareholders, or any of them, requisitioned by the Shareholders, or any of them, in accordance with the CBCA or ordered to be held by a court in accordance with applicable Laws.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from (1) From the date hereof of this Agreement until the earlier to occur of (i) the termination of this Agreement pursuant to Article 4 7 and (ii) the Effective Time: (a) , except as expressly provided in this Article 5, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any officer, director, employee, representative (including any financial of its Representatives or other advisor) or agent affiliates or otherwise, and shall not permit any such person Person to: (ia) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether public or otherwise) that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than any the Purchaser Party or Purchaser Party Representativeand its affiliates) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days following the public announcement or public disclosure of such Acquisition Proposal, or, in the event the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting (or, if the public announcement were made less than three (3) Business Days prior to the Meeting, prior to the second Business Day before the Meeting) will not be considered to be in violation of this Section 5.1(1)(d)), provided that the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation by press release before the end of such period); or (ive) accept, approve, endorse, recommend or recommend, execute or enter into into, or publicly propose to accept, approve, endorse, recommend or recommend, execute or enter into into, any agreement, letter of intent, understanding memorandum of understanding, acquisition agreement, agreement in principle or arrangement relating to similar agreement with any Person in respect of an Acquisition ProposalProposal (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3). (b2) The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than any the Purchaser Party or Purchaser Party Representativeand its affiliates) with respect to any inquiry, proposal or offer that (x) if made after the date of this Agreement would have constituted an Acquisition Proposal; or (y) may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection with such termination shall: (a) immediately discontinue access to, and disclosure of, all information regarding the Company and its Subsidiaries to any such Person, including any data room (whether physical or virtual) and any confidential information, properties, facilities and books and records of the Company or any of its Subsidiaries; and (cb) immediately notify the Purchaser and the Company, at first orallyrequest from any such Person, and then promptly and in any event within 24 hours in writing, exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Company or any of its Subsidiaries provided to any such Person other than the Purchaser, its affiliates and their respective Representatives since April 1, 2022 in respect of any inquiry, proposal or offer that, if made after the date of this Agreement, would have constituted or would have been reasonably expected to constitute or lead to, an Acquisition Proposal, and shall provide (ii) the Purchaser and destruction of all material to the extent including or incorporating such confidential information regarding the Company with copies or any of all written documentsits Subsidiaries, correspondence in each case, to the extent that such information has not previously been returned or other material received by destroyed (subject to the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description terms of the material terms applicable confidentiality or similar agreement, including the rights of retention that such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesPersons may have thereunder).

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it During the term of this Agreement, Company shall, from the date hereof until the earlier of and shall cause its Representatives: (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notnot to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (ia) solicit, assistinitiate or encourage, initiateor take any action to facilitate, knowingly encourage any Takeover Proposal or any inquiries reasonably likely to result in the making of any Takeover Proposal, or (b) enter into, continue or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with a third party regarding, or furnish to any Person third party any information, or take any other action to facilitate any inquiries with respect to, or otherwise cooperate in any way with, any Takeover Proposal; (other than ii) to immediately cease and cause to be terminated all discussions or negotiations with any Purchaser Party or Purchaser Party Representative) regarding person conducted heretofore with respect to any inquiry, proposal or offer that constitutes or could would reasonably be expected to constitute an Acquisition lead to a Takeover Proposal, and cause all materials and written information communicated by the Company or its advisors and agents to such person to be returned to the Company or destroyed; (iii) acceptto immediately notify Offeror of the receipt by the Company and/or its Representatives, approvefrom the date of execution hereof, endorse of each and any Takeover Proposal or recommendof any contact related to a potential Takeover Proposal including the full details thereof (and any subsequent amendment thereof) and the identity of the persons involved, promptly and in any event within two Business Days of such receipt or publicly propose contact; provided that the Company shall have the right to notify the person making the Takeover Proposal of the provisions of Sections 3.4(i) and (ii) above; (iv) to keep Offeror informed of the status of any such Takeover Proposal or contact, and to promptly advise Offeror of any amendment to a Takeover Proposal; and (v) not to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter in respect of intenta Takeover Proposal (and shall not make nor allow any public communication about such Takeover Proposal); (a) Company and its Representatives shall have the right to, understanding or arrangement relating after filing of such Competing Offer with the AMF, negotiate with and provide information to an Acquisition Proposal. the person having filed the Competing Offer (provided that all information which is provided to the third party shall simultaneously be provided to Offeror); and (b) immediately cease during the Response Period, Offeror shall have the right, but not the obligation, to offer to amend the terms of the Offer and terminatein such case Company shall, and shall cause its advisors to, negotiate in good faith with Offeror to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior make such adjustments to the date terms and conditions of this Agreement the Offer as would enable Company to recommend and proceed with any Person (other the Offer as amended, rather than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition the Competing Offer; if AMF determines that the Competing Offer is not a Superior Proposal; and (c) immediately notify , the Purchaser and Company Board will promptly reaffirm that the Offer is in the best interests of the Company, at first orally, its employees and then promptly and in any event within 24 hours in writing, of any Acquisition its shareholders by confirming its Board Recommendation; but if AMF determines that the Competing Offer is a Superior Proposal, Company may approve and recommend that holders of Company Shares accept the Superior Proposal, in which case, this Agreement shall terminate pursuant to Section 4.1, unless Offeror amends the terms of the Offer within appropriate regulatory timeline and that its revised Offer is determined by the AMF to be superior to the Superior Proposal (the “Revised Offer”), in which case the Company Board shall promptly reaffirm that the Offer, as revised, is in the best interests of the Company, its employees and its shareholders and shall provide recommend that holders of Company Shares accept the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description Revised Offer instead of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesSuperior Proposal.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from (a) From the date hereof until of this Agreement to the earlier of (i) the termination of this Agreement pursuant to Article 4 and the Closing, Company, and each of the Selling Parties will not (iiand will ensure that their representatives and Associated Persons do not) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assistencourage, initiateentertain or accept (whether in writing, knowingly encourage oral or otherwise facilitate otherwise) inquiries, offers or proposals for, (ii) initiate or participate in meetings, discussions, correspondence or negotiations with any Person concerning, (iii) enter into any agreement or arrangement (whether in writing, oral or otherwise) with respect to, or (iv) provide any Person with any information in connection with, a sale, acquisition or other transfer (by operation of law or otherwise) of all or some of Company’s Business (including by way its assets and the Company Products) or a lift-out of furnishing or providing copies ofCompany’s Employees, access toan acquisition of an equity interest in Company (including from any Member), or disclosure ofa merger, any confidential informationconsolidation or other business combination involving Company or its Business (including the Company Products), propertiesor a sale, facilities, books assignment or records other transfer (by operation of law or otherwise) of the Purchased Equity, except as contemplated by this Agreement (“Acquisition Proposal”). (b) From the date of this Agreement to the earlier of the termination of this Agreement and the Closing, Company or and each of the Selling Parties will notify Buyer (and will ensure that their representatives and Associated Persons notify Buyer) promptly, and in any event within three Business Days, if: (i) they receive an Acquisition Proposal (including the terms of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal); (ii) enter into a Person requests information from them relating to an actual or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public potential Acquisition Proposal; or (iviii) accept, approve, endorse, recommend a Person seeks to initiate negotiations or execute or enter into or publicly propose discussions reasonably likely to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to result in an Acquisition Proposal. In no event shall Company, or any Selling Party (or any of their respective representatives or Associated Persons) respond positively to or otherwise act on any such Acquisition Proposal, it being understood that such activity is prohibited under this Section 4.1.4. (bc) Company, and each of the Selling Parties will (and will ensure that their representatives and Associated Persons) immediately cease end (and terminatenot recommence unless this Agreement is terminated) any activities (including discussions, and cause to be terminatedmeetings, correspondence or negotiations with any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to Persons) conducted before the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any an Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(1) Except as expressly provided in this Article VII, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Four Seasons shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Four Seasons or otherwiseany of its subsidiaries, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly facilitate or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form Contract) the initiation of agreement, arrangement any inquiries or understanding) any inquiry, proposal or offer that constitutes proposals regarding an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any Person person (other than any the Purchaser Party or Purchaser Party Representativeand Triples and their respective affiliates) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) withdraw, amend, modify or qualify, or propose publicly to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the approval or recommendation of the Board or any committee thereof (including the Special Committee) of this Agreement or the Arrangement, (iv) accept, approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (v) accept or enter into, or publicly propose to acceptenter into, any Contract in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 7.2(2)). (2) Notwithstanding Section 7.2(1) and any other provision of this Agreement, the Board shall be permitted to (i) withdraw, amend, modify or qualify (or propose publicly to withdraw, amend, modify or qualify) in a manner adverse to the Purchaser the approval or recommendation of the Board or any committee thereof (including the Special Committee) of this Agreement or the Arrangement; (ii) participate in any discussions or negotiations with, or furnish information to, any person in response to an Acquisition Proposal by such person; and (iii) approve, endorse or recommend or propose publicly to approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; orif and only to the extent that: (iva) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to Four Seasons has received an unsolicited bona fide written Acquisition Proposal.Proposal from such person; (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or Four Seasons shall have complied with all other activities commenced prior to the date requirements of this Agreement Section 7.2; (c) the Board, after consultation with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect its financial advisors and outside legal counsel, determines in good faith that the Acquisition Proposal would be reasonably likely to any Acquisition result in a Superior Proposal; and (cd) in the case of clause (ii) of this Section 7.2(2), prior to providing any information or data to such person in connection with such Acquisition Proposal, the Board receives from such person an executed confidentiality agreement having substantially the same terms as the Confidentiality Agreements and, taken as a whole, being no less favourable to Four Seasons than the Confidentiality Agreements, and Four Seasons sends a copy of any such confidentiality agreement to the Purchaser promptly upon its execution and the Purchaser is provided promptly with a list of, or in the case of information that was not previously made available to the Purchaser, copies of, any information provided to such person. (3) Four Seasons shall, and shall cause the officers, directors, employees, representatives and agents of Four Seasons and its subsidiaries to, immediately notify terminate any existing solicitations, discussions or negotiations with any person (other than the Purchaser and Triples and their respective affiliates) that has made, indicated any interest to make or may reasonably be expected to make, an Acquisition Proposal. Four Seasons agrees not to release any third party from any standstill agreement to which it is a party unless such party has made an Acquisition Proposal that the CompanyBoard, after consultation with its financial advisors and outside legal counsel, has determined in good faith would be reasonably likely to result in a Superior Proposal. Four Seasons shall promptly request the return or destruction of all information provided to any third party which, at first orallyany time since January 1, 2006, has entered into a confidentiality agreement with Four Seasons relating to a potential Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and then shall use all commercially reasonable efforts to ensure that such requests are honoured in accordance with the terms of such agreement. (4) Four Seasons shall promptly (and in any event within 24 72 hours of receipt by Four Seasons) notify the Purchaser, at first orally and thereafter in writing, of any proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, and shall provide in each case received after the Purchaser and the Company with copies date hereof, of all written documentswhich any of its directors, correspondence officers, representatives or other material received by the Shareholder, its affiliates agents are or its, hisbecome aware, or her Representatives in respect ofany amendments to the foregoing, from any request for discussions or on behalf negotiations, or any request for non-public information relating to Four Seasons or any of any such Person its subsidiaries in connection therewith with an Acquisition Proposal or for access to the books or records of Four Seasons or any of its subsidiaries by any person that informs Four Seasons or such subsidiary that it is considering making, or has made, an Acquisition Proposal and if not in writing or electronic form, any amendment thereto; and Four Seasons shall promptly provide to Purchaser a description of the material terms and conditions of any such correspondence sent Acquisition Proposal or communicated proposal, inquiry, offer or request. Four Seasons shall keep Purchaser informed of any material change to the Shareholdermaterial terms of any such Acquisition Proposal or proposal, inquiry, offer or request. (5) Nothing contained in this Section 7.2 (but subject to the Purchaser’s rights in Section 8.2(3)(a)) shall prohibit the Board from making any disclosure to Four Seasons’ Shareholders prior to the Effective Time if, in the good faith judgment of the Board, after consultation with outside legal counsel, such disclosure is necessary for the Board to act in a manner consistent with its affiliates fiduciary duties or itsis otherwise required under applicable Law, his, or her Representativesincluding its obligations under Rule 14e-2 under the Exchange Act. (6) Nothing contained in this Agreement shall limit in any way the obligation of Four Seasons to convene and hold the Four Seasons Meeting in accordance with Section 2.1 of this Agreement unless this Agreement is terminated in accordance with Article VIII.

Non-Solicitation. The Shareholder hereby covenants (a) From and irrevocably agrees that it shall, from after the date hereof of this Agreement until the earlier of (i) the Effective Time or the termination of this Agreement pursuant in accordance with Article VIII, neither TeleCorp nor Tritel shall, nor shall they permit any of ------------ their Subsidiaries to, nor shall they authorize or permit any of their respective officers, directors or employees to, and shall use their commercially reasonable efforts to Article 4 and (ii) the Effective Time: (a) notcause any investment banker, financial advisor, attorney, accountant, or other representatives retained by them or any of their respective Subsidiaries not to, directly or indirectly, through any officerother Person, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly initiate or encourage or otherwise facilitate (including by way of 104 furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiryproposals that constitute, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute result in, a proposal or offer for an Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose (ii) engage in negotiations or discussions concerning, or provide any non-public information regarding TeleCorp or Tritel, as applicable, to acceptany person or entity relating to, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect (iii) agree to, approve or recommend to its stockholders any public Acquisition Proposal; or provided, however, that nothing -------- ------- contained in this Agreement shall prevent TeleCorp or its Board of Directors or Tritel or its Board of Directors, as the case may be, from (ivA) acceptfurnishing non- public information to, approveor entering into discussions with, endorseany person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity (including a new and unsolicited Acquisition Proposal received by TeleCorp or Tritel after the execution of this Agreement from a person or entity whose initial contact with TeleCorp or Tritel may have been solicited by TeleCorp or Tritel, recommend respectively, prior to the execution of this Agreement) if and only to the extent that (1) the Board of Directors of TeleCorp or execute the Board of Directors of Tritel, as the case may be, believes in good faith (after consultation with its financial advisors) that such Acquisition Proposal would, if consummated, result in a transaction more favorable to TeleCorp stockholders or enter Tritel stockholders, respectively, from a financial point of view than the transactions contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the ----------------- Board of Directors of TeleCorp or the Board of Directors of Tritel determines in good faith after consultation with its outside legal counsel that such action could be reasonably deemed necessary for the Board of Directors of TeleCorp or the Board of Directors of Tritel, as the case may be, to comply with its fiduciary duties to its stockholders under applicable law and (2) prior to furnishing such non-public information to, or entering into discussions or publicly propose negotiations with, such Person or entity, such Board of Directors receives from such Person or entity an executed non-disclosure 105 agreement with terms no less favorable to acceptsuch party than those contained in the Confidentiality Agreement, approve(B) complying with Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating with regard to an Acquisition Proposal or (C) making any disclosure to its stockholders if, in the good faith judgment of the Board of Directors of such party, after receipt of advice from outside counsel, failure to disclose would result in a reasonable likelihood that such Board of Directors would breach its duties to such party's stockholders under applicable law. Each of TeleCorp and Tritel shall promptly notify the other party and AT&T orally and in writing of any request for information or of any proposal in connection with an Acquisition Proposal, the material terms and conditions of such request or proposal and the identity of the person making such request or proposal. Each of TeleCorp and Tritel will keep the other party and AT&T reasonably informed of the status (including amendments or proposed amendments) of such request or proposal on a current basis. Each of TeleCorp and Tritel 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 foregoing. (b) immediately cease Each of TeleCorp and terminateTritel (i) agrees not to release any Third Party (as defined below) from, or waive any provision of, or fail to enforce, any standstill agreement or similar agreement to which it is a party related to, or which could affect, an Acquisition Proposal and (ii) acknowledges that the provisions of clause (i) are an important and integral part of this Agreement. (c) For purposes of this Agreement, "Acquisition Proposal" means a -------------------- proposal or intended proposal, regarding any of (i) a transaction or series of transactions pursuant to which any Person (or group of Persons) other than any party hereto ("Party") and its Subsidiaries (a "Third Party") acquires or would ----- ----------- acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than twenty percent (20%) of the outstanding shares of TeleCorp or Tritel, as the case may be, whether from TeleCorp or Tritel, as the case may be, or pursuant to a tender offer or exchange offer or otherwise, (ii) any acquisition or proposed acquisition of, or business combination with TeleCorp or Tritel, as applicable, by a merger or other business combination (including any so-called "merger-of-equals" and whether or not TeleCorp or Tritel, as the case may be, is the entity surviving any such merger or business combination), or (iii) any other transaction pursuant to which any Third Party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the outstanding equity securities of Subsidiaries of TeleCorp or Tritel, as the case may be, and cause any entity surviving the merger or business combination including any of them) of TeleCorp or Tritel, as the case may be, for consideration equal to be terminatedtwenty percent (20%) or more of the fair market value of all of the outstanding shares of TeleCorp or twenty percent (20%) or more of the fair market value of all of the outstanding shares of Tritel, any solicitationas the case may be, encouragement, discussion, negotiation, or other activities commenced prior to on the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesAgreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that (a) Normandy shall not, nor shall it shallpermit any of its subsidiaries to, from the date hereof until the earlier nor shall it authorise or permit any officer, director or employee of, or require any investment banker, attorney or other advisor, agent or representative of Normandy or any of its subsidiaries to: (i) directly or indirectly solicit, initiate or encourage the termination making of this Agreement pursuant to Article 4 and (including by way of furnishing non-public information) any inquiries or proposals regarding any Competing Takeover Proposal; or (ii) accept or enter into any agreement, arrangement or understanding with respect to any Competing Takeover Proposal or directly or indirectly participate in any discussions or negotiations regarding or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the Effective Timemaking of any proposal that constitutes, or may reasonably be expected to lead to, a Competing Takeover Proposal; or (iii) approve or recommend any Competing Takeover Proposal. (b) Paragraphs (a) (ii) and (iii) do not restrict Normandy or the Normandy Board from taking or refusing to take any action with respect to a BONA FIDE Competing Takeover Proposal provided that the Normandy Board has determined in good faith and acting reasonably after consultation with its financial advisors and outside legal counsel, that such BONA FIDE Competing Takeover Proposal, that was not solicited, initiated or encouraged by Normandy in contravention of clause 3(a)(i) and did not otherwise result from a breach or deemed breach of paragraph (a)(i) or (ii), is a Superior Takeover Proposal. (c) Normandy shall upon the execution of this Deed: (ai) immediately cease and cause to be terminated any existing discussions or negotiations, directly or indirectly, with any person with respect to (i) any Competing Takeover Proposal, or (ii) any transaction (which, for greater certainty, includes any Competing Takeover Proposal) that may adversely affect or reduce the likelihood of the successful completion of the Newmont Takeover Bid; and (ii) not, directly or indirectly, through waive or vary any officerterms or conditions of any confidentiality or standstill agreement that it has, directoras of the date hereof, employee, representative (including entered into with any financial or other advisor) or agent or otherwise, person considering a Competing Takeover Proposal and shall immediately request the return (or the deletion from retrieval systems and data bases or the destruction) of all information. (d) The obligations of Normandy under paragraphs (a)(ii) and (iii) and (c) do not permit restrict Normandy or the Normandy Board from taking or failing to take any such person toaction where to do so would, in the determination of the Normandy Board, made in good faith and acting reasonably after consultation with its financial advisors and outside legal advisors, constitute or would be likely to constitute a breach of a fiduciary or statutory duty or obligation imposed on the members of the Normandy Board. (e) Normandy has no obligation under clause 3 in any of the following circumstances: (i) solicit, assist, initiate, knowingly encourage Newmont has not by 1 January 2002 (or otherwise facilitate (including such extended time as may be permitted by way of furnishing the Corporations Act or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingAustralian Securities and Investments Commission) any inquiry, proposal or offer that constitutes an Acquisition Proposalserved on Normandy a Bidder's Statement relating to the Bid; (ii) enter into offers pursuant to Newmont's Bid are not dispatched to Normandy shareholders on or otherwise engage before 16 January 2002 (or participate in any discussions such extended time as may be permitted by the Corporations Act or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposalthe Australian Securities and Investments Commission); (iii) acceptNewmont withdraws its Bid, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposalafter the Bid is made; or (iv) acceptNewmont's Bid closes, approve, endorse, recommend unless the circumstances in (i) or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal(ii) arise because the certificate contemplated by clause 6.8 has not been provided by Normandy. (bf) immediately cease and terminateWithout limiting the foregoing, and cause to be terminated, it is understood that any solicitation, encouragement, discussion, negotiation, breach of the restrictions in paragraph (a) or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representative) with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Companyby any officer or director of Normandy or any of its subsidiaries or investment bankers, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence attorneys or other material received advisors or representatives shall be deemed to be a breach by the Shareholder, its affiliates Normandy of paragraph (a) or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives(c).

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as otherwise expressly provided in this Section 5.8, each Party shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of such Party or otherwiseany of its Subsidiaries (collectively, and shall not permit any such person to:the “Representatives”): (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) any inquiryinquiries, proposal proposals or offer that constitutes an offers relating to any Acquisition Proposal; (ii) enter into engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiryregarding, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; (iv) accept or enter into, or publicly propose to accept, approve, endorse accept or recommend any Acquisition Proposal, or take no position or remain neutral with respect toenter into, any public letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or (ivv) make a TMX Group Change in Recommendation or an LSEG Change in Recommendation, as applicable. (b) Each Party shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Person (other than the other Party) conducted by such Party or any of its Subsidiaries or Representatives with respect to any Acquisition Proposal, and, in connection therewith, such Party will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and exercise all rights it has to require, the return or destruction of all confidential information regarding such Party and its Subsidiaries previously provided to any such Person or any other Person to the extent such information has not already been returned or destroyed. Each Party shall not release any third party from any confidentiality, non- solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and each Party undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that such Party or any of its Subsidiaries has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to the Party. Each Party represents and warrants that it has not waived any standstill or similar agreement or restriction to which the Party or any Subsidiary is a party, except to permit submissions of expressions of interest prior the date of this Agreement, and further covenants and agrees (i) that the Party shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which the Party or any Subsidiary is a party, and (ii) that neither the Party, nor any Subsidiary or any of their respective representatives have or will, without the prior written consent of the other Party, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Party, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Party or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to such Party. (c) Each Party shall immediately provide notice to the other Party of any Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to it or any of its Subsidiaries in connection with such an Acquisition Proposal or for access to the properties, books or records of such Party or any of its Subsidiaries by any Person that informs such Party, any member of the LSEG Board or the TMX Group Board, as applicable, or any of such Party’s Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice to the other Party shall be made, from time to time, at first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the Person or Persons making such proposal, inquiry, offer or request, all material terms thereof and such other details of the proposal, inquiry, offer or request known to such Party, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Parties shall keep one another promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by the other Party with respect thereto. (d) Notwithstanding any other provision of this Agreement and any confidentiality or standstill agreement between a Party and any other Person, if at any time following the date of this Agreement and prior to obtaining the TMX Group Shareholder Approval or LSEG Shareholder Approval, as applicable, a Party receives a request for material non-public information, or to enter into discussions, from a Person that proposes to such Party an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.8 and the TMX Group Board or the LSEG Board, as applicable, determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then, and only in such case, such Party may: (i) provide the Person making such Acquisition Proposal with access to information regarding such Party and its Subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that such Party shall not, and shall not allow any of its Subsidiaries or Representatives to, disclose any non-public information with respect to such Party or any of its Subsidiaries to such Person without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to the other Party and (ii) provided further that the other Party is provided with a list of the information provided to such Person and the other Party is immediately provided with access to the same information to which such Person was provided. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with such Party and may not restrict such Party or any of its Subsidiaries from complying with Section 5.8. (e) Neither Party shall accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter of intent, understanding or arrangement (a “Proposed Agreement”), other than a confidentiality and standstill agreement as contemplated by Subsection 5.8(d), relating to an Acquisition Proposal, unless: (i) the board of the Party in receipt of the Acquisition Proposal determines that the Acquisition Proposal constitutes a Superior Proposal; (ii) the TMX Group Shareholder Approval or the LSEG Shareholder Approval, as applicable, has not been obtained; (iii) such Party has complied in all material respects with Subsections 5.8(a) through 5.8(d) inclusive; (iv) such Party has provided the other Party with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, such documents to be so provided to the other Party not less than five Business Days prior to the proposed acceptance, approval or execution of the Proposed Agreement by such Party; (v) five Business Days (the “Response Period”) shall have elapsed from the date the other Party received the notice and documentation referred to in Subsection 5.8(e)(iv) from such Party and, if the other Party has proposed to amend the terms of the Arrangement in accordance with Subsection 5.8(f), the TMX Group Board or the LSEG Board, as applicable, shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Arrangement by the other Party; (vi) such Party concurrently terminates this Agreement pursuant to Section 7.2(a)(iii)(C) or Section 7.2(a)(iv)(C), as applicable; (vii) such Party has previously paid, or concurrently pays, to the other Party the TMX Group Termination Fee or the LSEG Termination Fee, as applicable. (bf) immediately cease Each Party acknowledges and terminateagrees that, during the Response Period or such longer period as such Party may approve for such purpose, the other Party shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. The TMX Group Board or the LSEG Board, as applicable, will review any proposal by the other Party to amend the terms of the Agreement in order to determine in good faith in the exercise of its fiduciary duties whether the other Party’s proposal to amend the Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the TMX Group Board or the LSEG Board, as applicable, determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of the Agreement, it will promptly enter into an amended agreement with the other Party reflecting such proposed amendments. Each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.8 and the other Party shall be afforded a new Response Period in respect of each such Acquisition Proposal. (g) Each Party shall ensure that its Representatives are aware of the provisions of this Section 5.8, and cause each Party shall be responsible for any breach of this Section 5.8 by its Representatives. (h) In circumstances where: (i) a Party has notified the other Party that it intends to be terminatedmake a Change in Recommendation under Section 5.8(i); or (ii) a Party provides the other Party with notice of a Superior Proposal contemplated by Section 5.8(e), any solicitation, encouragement, discussion, negotiation, or other activities commenced on a date that is less than seven Business Days prior to the TMX Group Meeting or the LSEG Meeting, as applicable, either Party may, or if requested by the other Party, shall adjourn the TMX Group Meeting or the LSEG Meeting, as applicable, to a date that is seven Business Days after the date of such notice, provided, however, that neither the TMX Group Meeting nor the LSEG Meeting shall be adjourned or postponed to a date later than the seventh Business Day prior to the Outside Date. (i) Nothing in this Agreement shall prohibit the TMX Group Board or LSEG Board from making a TMX Group Change in Recommendation or LSEG Change in Recommendation, as applicable, or from making any disclosure to any securityholders of such Party prior to the Effective Time, if, in the good faith judgment of the TMX Group Board or LSEG Board, as applicable, after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the TMX Group Board’s or LSEG Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under applicable Securities Laws); provided that: (i) prior to making a Change in Recommendation, each Party shall give to the other Party not less than 48 hours’ notice of its intention to make such a Change in Recommendation; (ii) where, having first given notice of its intention to do so pursuant to paragraph (i) above: (A) the LSEG Board makes an LSEG Change in Recommendation and TMX Group does not exercise its right of termination following such change and prior to the LSEG Meeting, LSEG shall hold the LSEG Meeting; or (B) the TMX Group Board makes a TMX Group Change in Recommendation and LSEG does not exercise its right of termination following such change and prior to the TMX Group Meeting, TMX Group shall hold the TMX Group Meeting, in each case on the date for which such meeting is scheduled (subject to adjournment in accordance with Section 5.8(h) above); (iii) for greater certainty, in the event of a TMX Group Change in Recommendation and a termination by LSEG of this Agreement with any Person pursuant to Section 7.2(a)(iii)(A) (other than any Purchaser Party or Purchaser Party Representativebut not including a termination by LSEG pursuant to Section 7.2(a)(iii)(A) with respect in circumstances where the TMX Group Change in Recommendation resulted from the occurrence of an LSEG Material Adverse Effect), TMX Group shall pay the TMX Group Termination Fee as required by Section 7.3(c)(i), and in the event of an LSEG Change in Recommendation and a termination by TMX Group of this Agreement pursuant to any Acquisition Proposal; andSection 7.2(a)(iv)(A) (but not including a termination by TMX Group pursuant to Section 7.2(a)(iv)(A) in circumstances where the LSEG Change in Recommendation resulted from the occurrence of a TMX Xxxxx Xxxxxxxx Adverse Effect), LSEG shall pay the LSEG Termination Fee as required by Section 7.3(e)(i). (cj) immediately notify Nothing in this Section 5.8 shall prevent LSEG from complying with the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description requirements of the material terms of such correspondence sent City Code or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesTakeover Panel.

Non-Solicitation. (a) The Shareholder hereby covenants and irrevocably Company agrees that it shall, during the period from the date hereof of execution of this Agreement until the earlier date of termination of this Agreement: (i) shall immediately cease and cause to be terminated any existing discussions or negotiations or other proceedings initiated prior to the termination of this Agreement pursuant date hereof by the Company, the Subsidiaries or affiliates or their respective officers, directors, employees, financial advisors, representatives and agents (“Company Representatives”) or others with respect to Article 4 and all Take-over Proposals (as defined in Section 3.2(b)); (ii) the Effective Time:shall not provide information concerning its securities, assets or business to anyone for or in furtherance of anything mentioned in Section 3.2(a)(i); (aiii) shall not release any person from any confidentiality or standstill agreement to which it and such person are parties or amend any such agreement; and (iv) shall not, and shall not authorize or permit any of the Company Representatives to, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly initiate or encourage or otherwise facilitate (including by way of furnishing information) any inquiries or providing copies of, access tothe making of any proposal that constitutes or may reasonably be expected to lead to a Take-over Proposal from any person, or disclosure ofengage in any discussion, negotiations or inquiries relating thereto or accept any confidential informationTake-over Proposal. (b) For the purposes of this Agreement, properties“Take-over Proposal” means a proposal or offer by a third person, facilitiesincluding the formal take-over bid of Nosara Holdings Ltd., books a wholly-owned Subsidiary of Petro-Canada dated May 15, 2006 and the proposed Take-over offer of Canadian Superior Energy Inc., whether or records not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of all or a material portion of the Company Company’s assets or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes an Acquisition Proposal; (ii) enter into or otherwise engage or participate to acquire in any discussions manner, directly or negotiations with any Person (other indirectly, beneficial ownership of or control or direction over more than any Purchaser Party or Purchaser Party Representative) regarding any inquiry20% of the Company’s outstanding voting shares whether by way of take-over bid, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) acceptarrangement, approveamalgamation, endorse or recommendmerger, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding or arrangement relating to an Acquisition Proposal. (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, consolidation or other activities commenced prior business combination, including without limitation any single or multi-step transaction or series of related transactions that is structured to permit such third person to acquire beneficial ownership of all or a material portion of its assets or any of the date Subsidiaries or to acquire in any manner, directly or indirectly, more than 20% of this Agreement with its outstanding voting shares and includes any Person (proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction or other than business combination involving the Company or its Subsidiaries or any Purchaser Party proposal, offer or Purchaser Party Representative) with respect agreement to any Acquisition Proposal; and (c) immediately notify acquire 20% or more of the Purchaser and assets of the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Acquisition Proposal, and shall provide the Purchaser and the Company with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. The Shareholder hereby covenants (a) On and irrevocably agrees that it shall, from after the date hereof until the earlier of (i) the termination of date upon which this Agreement pursuant to Article 4 is terminated, and (ii) the Effective Time: (a) except as otherwise expressly provided in this Section 7.1, Target shall not, directly or indirectly, or through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwiseof its Representatives, and shall cause its subsidiaries and their Representatives not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiry, proposal inquiries or offer that constitutes proposals whatsoever which would constitute an Acquisition Proposal; (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Acquiror, any Purchaser Party of its affiliates or Purchaser Party Representativeits or their Representatives) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or; (iv) accept, approve, endorse, recommend or execute accept or enter into or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, understanding or arrangement relating or other contract in respect of an Acquisition Proposal; or (v) make a Change in Recommendation, unless (A) it does not relate to an Acquisition ProposalProposal and (B) in the opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the Target Board is required to make a Change in Recommendation in order to comply with the fiduciary duties of such directors under applicable Law. (b) Except as otherwise provided in this Section 7.1, Target shall, and shall cause its subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussiondiscussion or negotiation with any Persons (other than Acquiror and its Representatives) conducted heretofore by Target, negotiationits subsidiaries or its or their Representatives with respect to any potential Acquisition Proposal and, in connection therewith, Target will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information (including all material including or incorporating or otherwise reflecting any material confidential information) regarding Target and its subsidiaries previously provided to any such Person or any other activities commenced Person. Target agrees that, except as permitted by Section 7.1(c), neither it nor any of its subsidiaries shall terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to a potential Acquisition Proposal or any standstill agreement to which it or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as the result of the entering into and announcement of this Agreement by Target, pursuant to the express terms of any such agreement, shall not be a violation of this Section 7.1(b)) and Target undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof; provided, however, that the foregoing shall not prevent the Target Board from considering an Acquisition Proposal that is reasonably likely to lead to a Superior Proposal and accepting a Superior Proposal that might be made by any such third party if the remaining provisions of this Agreement have been complied with. (c) Notwithstanding Sections 7.1(a) and 7.1(b) and any other provision of this Agreement or of any other agreement between Acquiror and Target, if at any time following the date of this Agreement and prior to obtaining the Target Shareholder Approval of the Arrangement Resolution at the Target Meeting, Target receives a written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.1(a) and provided that Target is in compliance with Sections 7.1(b) and 7.2(a)), the Target Board may (directly or through its advisors or Representatives): (i) if it believes, acting in good faith, that the Acquisition Proposal could reasonably lead to a Superior Proposal, contact the Person(s) making such Acquisition Proposal and its advisors solely for the purpose of clarifying such Acquisition Proposal and any Person (other than any Purchaser Party material terms thereof and the conditions thereto and likelihood of consummation so as to determine whether such proposal is, or Purchaser Party Representative) with respect is reasonably likely to any Acquisition lead to, a Superior Proposal; and (cii) immediately notify if, in the Purchaser opinion of the Target Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the CompanyAcquisition Proposal constitutes or, at first orallyif consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), is reasonably likely to be or lead to a Superior Proposal, then, and then promptly only in such case, Target may: (A) furnish information with respect to Target and its subsidiaries to the Person making such Acquisition Proposal; and/or (B) participate in any event within 24 hours in writingdiscussions or negotiations with, of any the Person making such Acquisition Proposal, and/or (C) waive any standstill provision or agreement that would otherwise prohibit such person from making an Acquisition Proposal, provided that Target shall not, and shall provide the Purchaser and the Company not allow its Representatives to, disclose any non-public information with copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, hisrespect to Target to such Person (i) if such non-public information has not been previously provided to, or her Representatives is not concurrently provided to, Acquiror; (ii) without entering into a confidentiality and standstill agreement (if one has not already been entered into) which is customary in respect of, from or on behalf of any such Person situations and which is no less favourable to Target and no more favourable to the counterparty than the confidentiality and standstill provisions contained in connection therewith the Confidentiality Agreement; and if not in writing or electronic form, (iii) without providing a description of the material terms copy of such correspondence sent or communicated confidentiality agreement to the Shareholder, its affiliates or its, his, or her RepresentativesAcquiror.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) notCanniMed shall, directly and shall direct and cause its subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement discussion or indirectlynegotiation with any person (other than the Offeror or its Representatives) with respect to any potential Acquisition Proposal, through whether or not initiated by CanniMed, and in connection therewith, CanniMed will discontinue access to any officerdata rooms (virtual or otherwise). CanniMed shall not amend, directormodify or waive any confidentiality agreement, employeestandstill agreement or standstill provisions contained in any agreements entered into by CanniMed with other parties relating to a potential Acquisition Proposal. Within 48 hours following the execution of this Agreement, representative CanniMed shall request the return or destruction of all information provided to any third parties in connection with any potential Acquisition Proposal and shall use reasonable commercial efforts to ensure that such requests, and any other covenants (including any financial or other advisorstandstill provision) or agent or otherwiseare honoured in accordance with the terms of confidentiality agreements, where applicable. (b) Except as otherwise provided in this Article 6, CanniMed shall not, and shall not authorize or permit any such person of its subsidiaries or its or their Representatives to, unless the Offeror has materially breached any covenant or obligation under this Agreement or suffers a Offeror Material Adverse Change: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books permitting any visit to any facilities or records properties of the Company CanniMed or any of its Subsidiaries subsidiaries or entering into any form Contract) the initiation of agreementany inquiries, arrangement offers or understanding) any inquiry, proposal or offer that constitutes proposals regarding an Acquisition Proposal; provided that, for greater certainty, CanniMed may advise any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the CanniMed Board of Directors has so determined; (ii) enter into or otherwise engage or participate in or otherwise facilitate any discussions or negotiations with with, or provide any Person (other than information to any Purchaser Party or Purchaser Party Representative) regarding any inquiryperson regarding, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) acceptwithdraw, approve, endorse modify or recommend, qualify (or publicly propose to acceptdo so), approvein a manner adverse to the Offeror, endorse the approval or recommendation of the CanniMed Board of Directors of the Improved Offer or this Agreement; (iv) approve or recommend any Acquisition Proposal, or take no position remain neutral or propose publicly to approve or recommend or remain neutral with respect toto any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) business days following the public announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 6.1(b)(iv)), any public Acquisition Proposal; or (ivv) accept, approverecommend, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter of intent, agreement in principle, agreement, understanding or arrangement relating to in respect of an Acquisition Proposal. (b) immediately cease and terminateProposal or providing for the payment of any break, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, termination or other activities commenced fees or expenses to any person in the event that CanniMed completes the transactions contemplated in this Agreement or any other transaction with the Offeror or any of its affiliates agreed to prior to the date any termination of this Agreement with any Person (other than any Purchaser Party Agreement, whether formal or Purchaser Party Representative) with respect to any Acquisition Proposal; andinformal. (c) immediately notify the Purchaser and the CompanyCanniMed shall, at first orally, and then promptly as soon as practicable and in any event within 24 hours following receipt thereof notify the Offeror, at first orally and then as soon as possible thereafter within such 24 hour period in writing, of any inquiry, proposal or offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, any request for discussions or negotiations, and/or any request for nonpublic information relating to CanniMed or for access to properties, books and records or a list of the CanniMed Shareholders or other CanniMed Securityholders of which CanniMed, its subsidiaries, or its or their Representatives are or become aware, or any amendments to the foregoing. Such notice shall include the material terms and conditions of, and the identity of the person making, any inquiry, proposal or offer (including any amendment thereto), and shall provide include, in the Purchaser and the Company with case of a proposal or offer, copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person proposal or offer or any amendment to any of the foregoing. CanniMed shall keep the Offeror informed of the status, including any change to the material terms, of any such proposal or offer or any amendment to the foregoing, and will respond promptly to all reasonable inquiries by the Offeror with respect thereto. (d) Notwithstanding Section 6.1(a) or any other provision of this Agreement to the contrary, if after the date of this Agreement, CanniMed receives a request for material non-public information in connection therewith with a potential Acquisition Proposal or receives a bona fide Acquisition Proposal (that was not solicited, encouraged or facilitated after the date hereof in contravention of Section 6.1(a)), and the CanniMed Board of Directors determines in good faith after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), be a Superior Proposal, then, and only then, CanniMed may provide such person with access to information regarding CanniMed and its subsidiaries and engage in writing discussions and negotiations with such person, subject to the execution of an appropriate and customary confidentiality agreement (if one has not already been entered into) providing for standstill provisions (which shall not be waived or electronic form, a description modified without the prior written approval of the material terms Offeror) other than to effect a Superior Proposal with the consent of the CanniMed Board of Directors in compliance with this Agreement, provided however that the Offeror is provided with access to similar information to which such correspondence sent or communicated person was provided if it has not already been provided such information. (e) CanniMed shall ensure that its subsidiaries and its and their Representatives are aware of, and agree to be bound by, the Shareholderprovisions of this Section 6.1, its affiliates or its, his, or her and CanniMed shall be responsible for any breach of this Section 6.1 by such subsidiaries and Representatives.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall7.2.1 Except as otherwise expressly provided in this Section 7.2, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Moto shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of Moto or otherwiseany of its subsidiaries (collectively, and shall not permit any such person to: the “Representatives”), (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiry, proposal inquiries or offer that constitutes proposals regarding an Acquisition Proposal; , (ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person person (other than Randgold or any Purchaser Party or Purchaser Party Representativeof its affiliates) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; , (iii) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute accept or enter into or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, understanding or arrangement relating to or other contract in respect of an Acquisition ProposalProposal or (v) make a Change in Recommendation. (b) 7.2.2 Except as otherwise provided in this Section 7.2, Moto shall, and shall cause its subsidiaries and Representatives to immediately cease and terminate, and cause to be terminated, terminated any solicitation, encouragement, discussion, negotiation, discussion or other activities commenced prior to the date of this Agreement negotiation with any Person (other than persons conducted heretofore by Moto, its subsidiaries or any Purchaser Party or Purchaser Party Representative) Representatives with respect to any Acquisition Proposal; , and , in connection therewith, Moto will discontinue access to any of its confidential information (cand not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) immediately notify and shall as soon as possible request, to the Purchaser extent that it is entitled to do so (and exercise all rights it has to require) the Companyreturn or destruction of all confidential information regarding Moto and its subsidiaries previously provided to any such person or any other person and will request (and exercise all rights it has to require) the destruction of all material including or incorporating or otherwise reflecting any material confidential information regarding Moto and its subsidiaries. Moto agrees that, at first orallyexcept as permitted Section 7.2.3 neither it nor any of its subsidiaries, and then promptly and in shall terminate, waive, amend or modify any event within 24 hours in writing, provision of any existing confidentiality agreement relating to an Acquisition Proposal, Proposal or any standstill agreement to which it or any of its subsidiaries is a party (it being acknowledged and shall provide agreed that the Purchaser and the Company with copies automatic termination of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf any standstill provisions of any such Person in connection therewith and if not in writing or electronic form, a description agreement as the result of the material entering into and announcement of this Agreement by Moto, pursuant to the express terms of any such correspondence sent agreement, shall not be a violation of this Section 7.2.2) and Moto undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or communicated any of its subsidiaries have entered into prior to the Shareholder, its affiliates or its, his, or her Representativesdate hereof.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) On and after the date hereof, except as expressly contemplated by this Agreement, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any officer, director, employee, representative (including any financial investment banker, legal advisor or other advisor) , consultant, representative or agent (collectively, the “Representatives”) of the Company or otherwise, and shall not permit any such person toits Subsidiaries: (i) solicit, assist, initiate, or knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential non-public information, properties, facilities, books permitting any visit to any facilities or records properties of the Company or any of its Subsidiaries Subsidiaries, or entering into any form of agreement, arrangement or understanding) any inquiries, proposals or offers (or the submission or initiation of any of the foregoing) regarding any: (A) merger, amalgamation, reorganization, consolidation, arrangement, business combination, recapitalization, take-over bid, dividend, distribution, Share re-purchase, liquidation, dissolution or winding-up; (B) strategic alliance, joint venture, earn-in right or sale involving all or a material portion of the assets of the Company or its Subsidiaries on a consolidated basis (or any lease, long term supply or off-take agreement or other transaction having the same economic effect as a sale of such assets); (C) subject to paragraph (b)(iv) of Schedule “D”, issue or sale of Shares or rights or interests therein or thereto involving the Company or its Subsidiaries from any person other than the Offeror; (D) similar transactions involving the Company or its Subsidiaries from any person other than the Offeror or any Representatives of Offeror; or (E) inquiry, proposal proposal, offer or offer that constitutes public announcement of an intention to do any of the foregoing, (any of the foregoing inquiries, proposals, offers or public announcements in (A) to (E) being referred to herein as an “Acquisition Proposal”); (ii) enter into engage in any negotiations concerning, or provide any non-public information to, or have any discussions with or otherwise engage cooperate with, any person relating to an Acquisition Proposal, or participate in otherwise knowingly facilitate or knowingly encourage any discussions effort or negotiations with any Person (other than any Purchaser Party attempt to make or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute implement an Acquisition Proposal; (iii) acceptwithdraw the board of directors’ recommendation of the Offer or change, approve, endorse modify or recommend, or publicly propose qualify such recommendation in a manner adverse to accept, approve, endorse the Offeror; (iv) approve or recommend any Acquisition Proposal, Proposal or take no position or remain neutral with respect to, enter into any public agreement related to any Acquisition Proposal; or (v) propose publicly to do any of the foregoing in (i) to (iv), provided that, subject to Section 4.5, nothing contained in this Section 3.3(a) acceptor other provisions of this Agreement shall prevent the Company from (x) engaging in discussions or negotiations with, approveor otherwise responding to, endorseany person, recommend or execute any Representative of any person, that has made a Superior Proposal and which proposal continues to be a Superior Proposal or enter into (y) provided the Company first terminates this Agreement in accordance with Section 6.1(g), approving or publicly propose recommending to accept, approve, endorse, recommend the Shareholders a Superior Proposal or execute or enter entering into any agreementagreement related to a Superior Proposal. Nothing in this Section 3.3 will preclude the Company or its officers or board of directors from responding (but not recommending or knowingly encouraging), letter (i) within the time and in the manner required by Applicable Laws, to any take-over bid or tender or exchange offer made for the Shares or other securities of intentthe Company, understanding or arrangement relating and (ii) to any person making an unsolicited Acquisition ProposalProposal that such Acquisition Proposal does not constitute a Superior Proposal when the Company’s board of directors has so determined. (b) The Company shall immediately cease, cause its Representatives to cease and terminate, and cause to be terminatedterminated any existing solicitations, any solicitation, encouragement, discussion, negotiation, discussions or other activities commenced prior to the date of this Agreement negotiations with any Person parties (other than the Offeror or any Purchaser Party or Purchaser Party RepresentativeRepresentative of the Offeror) with respect to any Acquisition Proposal or any potential Acquisition Proposal; and. The Company shall immediately cease to provide any party, other than the Offeror and its Representatives, with access to non-public information concerning the Company or its Subsidiaries with respect to any Acquisition Proposal or potential Acquisition Proposal, and discontinue access to any data or information rooms (virtual or otherwise) to anyone other than the Offeror and its Representatives. Within five business days from the date hereof, the Company shall request the return or destruction of all information provided to any third parties who have obtained such information in relation to an Acquisition Proposal or a potential Acquisition Proposal and shall use commercially reasonable efforts to ensure that such requests are honoured in accordance with the terms of any applicable confidentiality agreements. Subject to Section 3.3(d) below, the Company shall not allow or permit access to any data or information rooms (virtual or otherwise) regarding the Company, its Subsidiaries or any of their respective properties or assets, except to the Offeror and its Representatives. Notwithstanding anything contained in this Agreement (other than the waiver in Section 3.4(d)), the Company agrees not to waive, release any third party from, provide any consent in respect of or fail to enforce on a timely basis any confidentiality or standstill agreement to which the Company and such third party are a party (except to allow any party who has not participated in the Company’s Auction Process to make an unsolicited bona fide Acquisition Proposal in writing to the board of directors of the Company), and represents that it has not waived any existing standstill provisions contained in a confidentiality agreement or otherwise for any person that has participated in the Auction Process. (c) immediately The Company shall notify the Purchaser and Offeror promptly (but in no event later than 24 hours) after receipt by the Company, at first orally, and then promptly and in or any event within 24 hours in writingof its Representatives, of any Acquisition Proposal, any request for discussions or negotiations relating to an Acquisition Proposal, or any request for non-public information relating to the Company or its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of the Company or any Subsidiaries thereof or for a list of Shareholders by any person. Such notice to the Offeror shall be made at first orally and then in writing, and shall indicate the identity of the person making such proposal, inquiry, request or contact, all material terms thereof and a copy of all written correspondence relating to the foregoing, and such other details of the proposal, inquiry or contact as the Offeror may reasonably request and which is in the possession of, or under the control of, the Company or its Representatives. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will respond promptly to all reasonable inquiries by the Offeror with respect thereto. (d) In the event that the board of directors of the Company receives a request for non-public information from a party that proposes to make a bona fide Acquisition Proposal to the board of directors of the Company that did not result from a breach of this Agreement and that the board of directors of the Company in good faith determines is reasonably capable of being completed and would, if consummated in accordance with its terms, result in a Superior Proposal and the board of directors of the Company, after consultation with its outside legal advisors, determines in good faith that the failure to provide such party with access to such information would be a breach of its fiduciary duties, then, and only in such case, the Company may, subject to the execution of a confidentiality and standstill agreement which is no less favourable to the Company and no more favourable to the counterparty than the Confidentiality Agreement, provide such party with access to any information regarding the Company and its Subsidiaries. The Company shall provide the Purchaser Offeror immediately with a list of, and in the case of information that was not previously made available to the Offeror, copies of or access to any information that is being provided to such person. (e) The Company shall ensure that the Representatives of the Company and its Subsidiaries are aware of the provisions of this Section 3.3, and the Company with copies shall be responsible for any breach of all written documents, correspondence or other material received this Section 3.3 by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representatives.

Non-Solicitation. (a) The Shareholder hereby covenants Company agrees that, except as expressly contemplated by this Section 5.06, the Company shall and irrevocably agrees shall cause each of its Subsidiaries and their respective Representatives to, (i) immediately cease any solicitation, encouragement, discussions or negotiations of or with any Persons that it shall, may be ongoing with respect to an Acquisition Proposal and (ii) during the period from the date hereof until of this Agreement through the earlier of (i) the Closing and the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Agreement, not, directly or indirectlyindirectly (A) initiate, through any officerencourage, director, employee, representative (including any financial seek or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, or take any action to knowingly encourage or otherwise facilitate (including by way of furnishing non-public information), directly or providing copies ofindirectly, access toany inquiries or the making or submission of any proposal that constitutes an Acquisition Proposal; (B) participate or engage in discussions or negotiations with, or disclosure of, disclose any confidential information, non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, facilities, books or records of the Company or any of its Subsidiaries to any Person or entering group of Persons (or any of their Affiliates or Representatives) that has made an Acquisition Proposal with respect to the Company or (C) approve or recommend, make any public statement approving or recommending, or enter into any form of agreement, arrangement including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or understandingother similar agreement, with respect to an Acquisition Proposal with respect to the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.06). Promptly following the execution of this Agreement, the Company shall, to the extent it had not previously done so prior to the date of this Agreement, immediately discontinue access by any Person or group of Persons, and any of their Affiliates (other than Parent and its Affiliates), to any data room (virtual or otherwise) established by the Company or its Representatives for such purpose. Within ten (10) Business Days from the date hereof, the Company shall request the return or destruction of all confidential, non-public information provided to third parties that have entered into confidentiality agreements with the Company or any inquiry, proposal or offer that constitutes Subsidiary thereof entered into during the twelve (12) months preceding the date of this Agreement relating to an Acquisition Proposal; . Notwithstanding anything to the contrary in this Agreement, prior to obtaining the Company Stockholder Approval, the Company and the Company Board may take any actions described in clause (iiii)(B) enter into of this Section 5.06(a) with respect to a third party if (A) the Company receives a bona fide written Acquisition Proposal with respect to the Company from such third party (and such Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or otherwise engage or participate facilitated in any discussions or negotiations violation of this Section 5.06) and (B) after consultation with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquirythe Company’s financial advisors and outside legal counsel, the Company Board determines in good faith that such proposal or offer that constitutes is or could reasonably be expected to constitute lead to, a Superior Proposal with respect to the Company, provided that, the Company may deliver non-public information to such third party only pursuant to an Acceptable Confidentiality Agreement and so long as it sends a copy of such Acceptable Confidentiality Agreement and any information with respect to the Company and its Subsidiaries that is provided to such third party pursuant to this sentence to Parent to the extent such information was not previously provided to Parent and its Representatives. Nothing contained in this Section 5.06 shall prohibit the Company or the Company Board from (1) taking and disclosing to the Company Stockholders a position with respect to an Acquisition Proposal;Proposal with respect to the Company pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, if after consultation with outside legal counsel to the Company Board, the Company Board subsequently determines in good faith that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties to the Company Stockholders or (2) directing any Person (or the Representatives of that Person) who makes an Acquisition Proposal regarding the Company to the provisions of this Section 5.06, provided that this sentence shall not permit the Company Board to make a Company Adverse Recommendation Change, except to the extent permitted by Section 5.06(b) or Section 5.06(c). Without limiting the foregoing, it is understood that any violation of the restrictions contained in this Section 5.06(a) by any of the Company’s or its Subsidiaries’ respective Representatives shall be deemed to be a breach of this Section 5.06(a) by the Company. (iiib) acceptNeither the Company Board nor any committee thereof shall directly or indirectly (x)(i) withdraw (or amend, approve, endorse qualify or recommendmodify in a manner adverse to Parent or Merger Sub), or publicly propose to acceptwithdraw (or amend, approvequalify or modify in a manner adverse to Parent or Merger Sub), endorse the approval, recommendation or recommend declaration of advisability by the Company Board or any such committee of the transactions contemplated by this Agreement, (ii) propose publicly to recommend, adopt or approve any Acquisition ProposalProposal with respect to the Company, (iii) fail to publicly reaffirm or re-publish the Company Recommendation within ten (10) Business Days of being requested by Parent to do so (or if earlier, at least two (2) Business Days prior to the Company Stockholders’ Meeting), or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) acceptfail to send to the Company Stockholders, approvewithin ten (10) Business Days after the commencement of a tender or exchange offer relating to Company Shares (or if earlier, endorseat least two (2) Business Days prior to the Company Stockholders’ Meeting), recommend a statement disclosing that the Company recommends rejection of such tender or execute exchange offer and reaffirming the Company Recommendation (any action described in this sentence being referred to as a “Company Adverse Recommendation Change”) or enter into (y) authorize, cause or publicly propose permit the Company or any of its Subsidiaries to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, understanding memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, amalgamation agreement or arrangement relating other similar agreement related to an any Acquisition Proposal, other than any Acceptable Confidentiality Agreement pursuant to Section 5.06(a) (“Company Acquisition Agreement”) For the avoidance of doubt, a change of the Company Recommendation to “neutral” is a Company Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, and subject to the Company’s compliance at all times with the provisions of this Section 5.06 and Section 5.05, in response to a Superior Proposal with respect to the Company that has not been withdrawn and did not result from a breach of Section 5.06(a), the Company Board may make a Company Adverse Recommendation Change; provided, however, that unless the Company Stockholders’ Meeting is scheduled to occur within the next ten (10) Business Days, the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change in response to a Superior Proposal with respect to the Company (x) until four (4) Business Days after the Company provides written notice to Parent advising Parent that the Company Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, identifying the Person or group of Persons making such Superior Proposal and including copies of all material documents pertaining to such Superior Proposal; (y) if during such four (4) Business Day period (it being understood and agreed that any change to the financial or other material terms and conditions of a Superior Proposal shall require an additional notice to Parent of two (2) Business Days running from the date of such notice), Parent irrevocably proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Company Board determines in good faith, after good faith negotiations between the Company and Parent (if such negotiations are requested by Parent) during such four (4) Business Day period (after and taking into account all financial, legal and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Superior Proposal) that such alternative transaction proposal is not at least as favorable to the Company and the Company Stockholders as the Superior Proposal and (z) unless the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that the failure to make a Company Adverse Recommendation Change would be reasonably likely to be inconsistent with its fiduciary duties to the Company Stockholders. (bc) immediately cease and terminateNotwithstanding the first sentence of Section 5.06(b), and cause at any time prior to obtaining the Company Stockholder Approval, in connection with any Intervening Event, the Company Board may make a Company Adverse Recommendation Change, after the Company Board (i) determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make such Company Adverse Recommendation Change would be reasonably likely to be terminatedinconsistent with its fiduciary duties to the Company Stockholders under applicable Laws, (ii) determines in good faith that the reasons for making such Company Adverse Recommendation Change are independent of and unrelated to any solicitationpending Acquisition Proposal with respect to the Company and (iii) provides written notice to Parent (a “Company Notice of Change”) advising Parent that the Company Board is contemplating making a Company Adverse Recommendation Change and specifying the material facts and information constituting the basis for such contemplated determination; provided, encouragementhowever, discussionthat, negotiationunless the Company Stockholders’ Meeting is scheduled to occur within the next four (4) Business Days, (x) the Company Board may not make such Company Adverse Recommendation Change until the fourth (4th) Business Day after receipt by Parent of a Company Notice of Change and (y) during such fourth (4th) Business Day period, at the request of Parent, the Company shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow the Company Board not to make such Company Adverse Recommendation Change, consistent with its fiduciary duties. (d) The Parties agree that in addition to the obligations of the Company and Parent set forth in paragraphs (a) through (d) of this Section 5.06, as promptly as practicable after receipt thereof (and in any event, within one (1) Business Day), the Company or Parent, as applicable, shall advise Parent or the Company, respectively, in writing of any request for information or any Acquisition Proposal with respect to such party received from any Person or group of Persons, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party inquiry, discussions or Purchaser Party Representative) negotiations with respect to any Acquisition Proposal with respect to such party, and the terms and conditions of such request, Acquisition Proposal; and , inquiry, discussions or negotiations, and the Company or Parent, as applicable, shall promptly (cand in any event, within one (1) immediately notify Business Day) provide to Parent or the Purchaser Company, respectively, copies of any written materials received by the Company or Parent, as applicable, in connection with any of the foregoing and the identity of the Person or group of Persons making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of the Company and Parent agrees that it shall simultaneously provide to the other any non-public information concerning itself or its Subsidiaries provided to any other Person or group of Persons in connection with any Acquisition Proposal which was not previously provided to the other. the Company and Parent shall keep Parent and the Company, at first orallyrespectively, and then promptly and in any event within 24 hours in writing, reasonably informed of the status of any Acquisition Proposal, Proposals (including the identity of the parties and shall provide the Purchaser price involved and any changes to any material terms and conditions thereof). Each of the Company and Parent agrees not to release, or permit any of its Affiliates to release, any Person from, or waive any provisions of, any confidentiality or standstill agreement to which it is a party or fail to enforce, to the fullest extent permitted under applicable Law, any such standstill or similar agreement to which it is a party; provided, however, that, if either the Company Board or Parent Board determines in good faith after consultation with copies of all written documentsthe Company’s or Parent’s outside legal counsel, correspondence as applicable, that the failure to waive (or amend or modify) a particular standstill provision, or other material received by provision with similar effect, could reasonably be expected to be a breach of its directors’ fiduciary duties under applicable Law, the ShareholderCompany or Parent, its affiliates as the case may be, may, with prior written notice to the other party, waive (or its, hisamend or modify) such standstill provision, or her Representatives in respect ofother provision with similar effect, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated solely to the Shareholder, its affiliates or its, his, or her Representativesextent necessary to permit the applicable Person (if it has not been solicited in violation of this Section 5.06) to make an Acquisition Proposal.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Augusta shall, and shall direct and cause its subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement discussion or negotiation with any person (other than the Offeror or its Representatives) with respect to any potential Acquisition Proposal, whether or not initiated by Augusta, and in connection therewith, Augusta will discontinue access to any data rooms (virtual or otherwise). Augusta shall not amend, modify or waive any confidentiality agreement, standstill agreement or standstill provisions contained in any agreements entered into by Augusta with other parties relating to a potential Acquisition Proposal. Within 48 hours following the execution of this Agreement, Augusta shall request the return or destruction of all information provided to any third parties in connection with any potential Acquisition Proposal and shall use commercially reasonable efforts to ensure that such requests, and any other covenants (including standstill provision) are honoured in accordance with the terms of confidentiality agreements, where applicable. Augusta has provided the Offeror with a copy of the form of each confidentiality agreement executed by any person seeking access to Augusta’s data room following February 10, 2014. (b) Except as otherwise provided in this Article 6, Augusta shall not, and shall not authorize or permit any of its subsidiaries or its or their Representatives to, take any action of any kind that would reasonably be expected to, directly or indirectly, interfere with the successful and timely completion of the Contemplated Transactions, including any action to, directly or indirectly through any officer, director, employee, representative (including any financial of its subsidiaries or other advisor) its or agent or otherwise, and shall not permit any such person totheir Representatives: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books permitting any visit to any facilities or records properties of the Company Augusta or any of its Subsidiaries subsidiaries or entering into any form Contract) the initiation of agreementany inquiries, arrangement offers or understanding) any inquiry, proposal or offer that constitutes proposals regarding an Acquisition Proposal; provided that, for greater certainty, Augusta may advise any person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Augusta Board of Directors has so determined; (ii) enter into or otherwise engage or participate in or otherwise facilitate any discussions or negotiations with with, or provide any Person (other than information to any Purchaser Party or Purchaser Party Representative) regarding any inquiryperson regarding, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) acceptwithdraw, approve, endorse modify or recommend, qualify (or publicly propose to acceptdo so), approvein a manner adverse to the Offeror, endorse the approval or recommendation of the Augusta Board of Directors of the Offer or this Agreement; (iv) approve or recommend any Acquisition Proposal, or take no position remain neutral or propose publicly to approve or recommend or remain neutral with respect toto any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) business days following the public announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 6.1(b)(iv)), any public Acquisition Proposal; or (ivv) accept, approverecommend, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter of intent, agreement in principle, agreement, understanding or arrangement relating to in respect of an Acquisition Proposal. (b) immediately cease and terminateProposal or providing for the payment of any break, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, termination or other activities commenced fees or expenses to any person in the event that Augusta completes the transactions contemplated in this Agreement or any other transaction with the Offeror or any of its affiliates agreed to prior to the date any termination of this Agreement with any Person (other than any Purchaser Party Agreement, whether formal or Purchaser Party Representative) with respect to any Acquisition Proposal; andinformal. (c) immediately notify the Purchaser and the CompanyAugusta shall, at first orally, and then promptly as soon as practicable and in any event within 24 hours following receipt thereof notify the Offeror, at first orally and then as soon as possible thereafter within such 24 hour period in writing, of any inquiry, proposal or offer (or any amendment thereto) or request relating to or constituting an Acquisition Proposal, any request for discussions or negotiations, and/or any request for non-public information relating to Augusta or for access to properties, books and records or a list of the Augusta Shareholders or other Augusta Securityholders of which Augusta, its subsidiaries, or its or their Representatives are or become aware, or any amendments to the foregoing. Such notice shall include the material terms and conditions of, and the identity of the person making, any inquiry, proposal or offer (including any amendment thereto), and shall provide include, in the Purchaser and the Company with case of a proposal or offer, copies of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person proposal or offer or any amendment to any of the foregoing. Augusta shall keep the Offeror informed of the status, including any change to the material terms, of any such proposal or offer or any amendment to the foregoing, and will respond promptly to all reasonable inquiries by the Offeror with respect thereto. (d) Notwithstanding Section 6.1(a) or any other provision of this Agreement to the contrary, if after the date of this Agreement, Augusta receives a request for material non-public information in connection therewith with a potential Acquisition Proposal or receives a bona fide Acquisition Proposal (that was not solicited, encouraged or facilitated after the date hereof in contravention of Section 6.1(a)), and (i) the Augusta Board of Directors determines in good faith after consultation with its financial advisors and its legal counsel, that such Acquisition Proposal would, if consummated in accordance with its terms (but not in writing or electronic formassuming away any risk of non-completion), be a description Superior Proposal (disregarding clause (vi) of the material terms definition thereof), and (ii) the failure to provide the person making such Acquisition Proposal with access to such information regarding Augusta would be inconsistent with the fiduciary duties of the Augusta Board of Directors, then, and only then, Augusta may provide such correspondence sent or communicated person with access to information regarding Augusta and its subsidiaries, subject to the Shareholderexecution of a confidentiality agreement (if one has not already been entered into) providing for standstill provisions (which shall not be waived or modified without the prior written approval of the Offeror) other than to effect a Superior Proposal with the consent of the Augusta Board of Directors in compliance with this Agreement, provided however that Augusta sends a copy of any such confidentiality agreement to the Offeror promptly upon its affiliates or itsexecution and the Offeror is provided with a list and, hisas requested by the Offeror, or her copies, of the information provided to such person and is, as requested by the Offeror, immediately provided with access to similar information to which such person was provided. (e) Augusta shall ensure that its subsidiaries and its and their Representatives are aware of, and agree to be bound by, the provisions of this Section 6.1, and Augusta shall be responsible for any breach of this Section 6.1 by such subsidiaries and Representatives.

Non-Solicitation. The Shareholder hereby covenants (1) Except as expressly provided in this Article 6, the Company and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) its subsidiaries shall not, directly or indirectly, through any officerRepresentatives of the Company or of any of its subsidiaries, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit or authorize any such person Person to: (ia) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representativethe Acquiror and the Acquiror Parent) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iiic) make a Change in Recommendation; (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any public Acquisition ProposalProposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days will not be considered to be in violation of this Section 6.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five (5) Business Day period (or in the event that the Special Meeting is scheduled to occur within such five (5) Business Day period, prior to the fifth Business Day prior to the date of the Special Meeting)); or (ive) accept, approve, endorse, recommend or execute accept or enter into or publicly propose to accept, approve, endorse, recommend or execute accept or enter into any agreement, letter of intent, understanding or arrangement relating to arrangements in respect of an Acquisition Proposal. (b2) The Company shall, and shall cause its subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representativethe Acquiror and the Acquiror Parent) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company will: (a) immediately discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of the Company or of any of its subsidiaries; and (cb) immediately notify within two (2) Business Days, request, and exercise all rights it has to require (i) the Purchaser return or destruction of all copies of any non-public confidential information regarding the Company or any of its subsidiaries provided to any Person, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Company represents and warrants that it has not waived any confidentiality, standstill or similar agreement or restriction to which the Company or any of its subsidiaries is a Party, and further covenants and agrees (i) that the Company shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non- solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company or any of its subsidiaries is a party, and (ii) that neither the Company, at first orallynor any of its subsidiaries or any of their respective Representatives have or will, without the prior written consent of the Acquiror (which may be withheld or delayed in the Acquiror's sole and then promptly and in absolute discretion), release any event within 24 hours in writingPerson from, or waive, amend, suspend or otherwise modify such Person's obligations respecting the Company, or any of its subsidiaries, under any Acquisition Proposalconfidentiality, and shall provide the Purchaser and standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which the Company with copies or any of all written documents, correspondence or other material received its subsidiaries is a party. (4) The Company shall advise its subsidiaries and their respective Representatives of the prohibitions set out in this Article 6 and any violation of the restrictions set forth in this Article 6 by the ShareholderCompany, its affiliates subsidiaries or its, his, or her their respective Representatives in respect of, from or on behalf is deemed to be a breach of any such Person in connection therewith and if not in writing or electronic form, a description of this Article 6 by the material terms of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesCompany.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall(1) Except as expressly provided in this Article 5, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Fund shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent of its Representatives or otherwise, and shall cause its Subsidiaries not permit to, directly or indirectly, through any such person toof their Representatives or otherwise: (ia) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingFund Entities) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; (iib) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than any the Purchaser Party or Purchaser Party Representativethe Parent) regarding any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute or lead to, or otherwise knowingly co-operate with, or participate in, any effort or attempt by any Person to make or complete, an Acquisition Proposal; provided that, for greater certainty, the Fund shall be permitted to advise any Person making an Acquisition Proposal that it is subject to the negative covenants imposed hereby and that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal; (iiic) acceptmake a Change in Recommendation; or (d) enter into, approve, recommend, endorse or recommendaccept, or publicly propose to acceptenter into, approve, recommend, endorse or recommend accept any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; or (iv) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, exchange agreement or any other agreement, understanding or arrangement relating to in respect of an Acquisition ProposalProposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3). (b2) The Fund shall, and shall cause its Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than any Purchaser Party or Purchaser Party Representativethe Purchaser, the Parent and their respective affiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Fund shall: (a) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of the Fund Entities; and (cb) immediately notify within two Business Days of the Purchaser and the Companydate of this Agreement, at first orallyrequest, and then promptly and in any event within 24 hours in writing, exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding any of the Fund Entities provided to any Person other than the Purchaser, the Parent or their respective affiliates relating to any potential Acquisition Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding any of the Fund Entities, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements. (3) The Fund represents and warrants that none of the Fund Entities has waived any confidentiality, standstill or similar agreement or restriction to which any of the Fund Entities is a party. The Fund further covenants and agrees that it and its Subsidiaries shall provide (i) use their commercially reasonable efforts to enforce any confidentiality, standstill or similar agreement or restriction to which any of the Fund Entities is a party, and (ii) not release any Person from, or terminate, waive (including by way of consent), amend, suspend or otherwise modify or forebear the enforcement of any Person’s obligations respecting any of the Fund Entities or any of their respective securities, under any confidentiality, standstill or similar agreement, provision or restriction to which any of the Fund Entities is a party (it being acknowledged by the Purchaser and that the Company with copies automatic termination or release of all written documents, correspondence or other material received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf any standstill restrictions of any such Person in connection therewith agreements as a result of entering into and if announcing this Agreement shall not in writing or electronic form, be a description violation of this Section 5.1(3)). (4) The Fund shall ensure that its Subsidiaries and its and their Representatives are aware of the material terms provisions of this Section 5.1 and the Fund shall be responsible for any breach of Section 5.1 by such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her RepresentativesPersons.

Non-Solicitation. (1) The Shareholder hereby covenants and irrevocably Consenting Securityholder agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate facilitate, (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes regarding an Acquisition Proposal or potential Acquisition Proposal; (ii) enter into or otherwise engage or participate in any substantive discussions or negotiations with any Person person (other than any the Purchaser Party or Purchaser Party RepresentativeParties) regarding any inquiry, proposal or offer that constitutes regarding an Acquisition Proposal or could reasonably be expected to constitute an potential Acquisition Proposal; (iii) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend recommend, any Acquisition Proposal, or take no position or remain neutral with respect to, any public Acquisition Proposal; orand (iv) accept, approve, endorse, recommend or execute accept or enter into or propose publicly propose to accept, approve, endorse, recommend or execute accept or enter into a contract with any agreement, letter of intent, understanding or arrangement person relating to an Acquisition Proposal.; and (b) immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, discussions or other activities negotiations commenced prior to the date of this Agreement with any Person person (other than any the Purchaser Party Parties) by or Purchaser Party Representative) on behalf of the Consenting Securityholder with respect to any Acquisition Proposal; and (c) immediately notify the Purchaser and the Company, at first orally, and then promptly and in any event within 24 hours in writing, of any Proposal or potential Acquisition Proposal, whether or not initiated by the Consenting Securityholder, provided that if at any time, prior to obtaining the approval by the holders of Common Shares eligible to vote in respect of the resolution authorizing the Transaction, the Company receives a written Acquisition Proposal that did not result from a breach of any provision of any agreement then in effect between the Company and shall provide the Purchaser Parties, the Consenting Securityholder may engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal provided that (i) the Board of Directors first determines that such Acquisition Proposal is or could reasonably be expected to lead to a Superior Proposal, (ii) the Company is otherwise permitted to take such actions under any provision of any agreement then in effect between the Company and the Company Purchaser Parties (including that such person making such Acquisition Proposal has entered into a confidentiality agreement with copies of all written documentsthe Company), correspondence or other material received and (iii) such Acquisition Proposal did not result from a breach by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person in connection therewith and if not in writing or electronic form, a description Consenting Securityholder of the material terms provisions of such correspondence sent or communicated to the Shareholder, its affiliates or its, his, or her Representativesthis Agreement.

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time:‌ (a) Except as otherwise expressly provided in this Section 4.4, GTI and its Subsidiaries shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person to:Representative:‌ (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company GTI or any of its Subsidiaries or entering into any form of agreement, arrangement or understandingSubsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (ii) enter into into, engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party Yooma and its Subsidiaries or Purchaser Party Representativeaffiliates) regarding in respect of any inquiry, proposal or offer that constitutes or could may reasonably be expected to constitute lead to an Acquisition Proposal; provided that, for greater certainty, GTI shall be permitted to: (A) communicate with any Person for the sole purposes of clarifying the terms and conditions of any inquiry, proposal or offer made by such Person; (B) advise any Person of the restrictions of this Agreement; and (C) advise any Person making an Acquisition Proposal that the GTI Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal; (iii) make a GTI Change in Recommendation; (iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposalrecommend, or take no position or remain neutral with respect to, any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) Business Days following the public announcement of such Acquisition ProposalProposal will not be considered to be in violation of this Section 4.4(a)(iv); orprovided that the GTI Board has rejected such Acquisition Proposal and affirmed the GTI Board Recommendation by press release before the end of such five (5) Business Day period (or in the event that the GTI Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the GTI Meeting); provided, further, that GTI shall provide Yooma and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Xxxxx and its counsel); or‌ (ivv) accept, approve, endorse, recommend or execute accept or enter into into, or publicly propose to accept, approve, endorse, recommend or execute accept or enter into into, any agreement, letter of intent, understanding agreement in principle, agreement, arrangement or arrangement undertaking relating to an any Acquisition ProposalProposal (other than a confidentiality agreement permitted pursuant to Section 4.4(e)). (b) GTI shall, and shall cause its Subsidiaries and Representatives to immediately cease and or terminate, and or cause to be ceased or terminated, any existing solicitation, encouragement, discussiondiscussions, negotiation, negotiations or other activities commenced prior to the date of this Agreement with any Person (other than Yooma and its Subsidiaries or affiliates) conducted by GTI or any Purchaser Party of its Subsidiaries or Purchaser Party Representative) Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, GTI will: (i) immediately discontinue access to and disclosure of its and its Subsidiaries’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise); and (ii) shall as soon as possible request (and in any case within two (2) Business Days), and exercise all rights it has (or cause its Subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information (including derivative information) regarding GTI and its Subsidiaries previously provided in connection therewith to any Person other than Yooma to the extent such information has not already been returned or destroyed. (c) immediately notify the Purchaser GTI represents and the Companywarrants that since January 1, at first orally2020, neither GTI nor any of its Subsidiaries has waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which GTI or any of its Subsidiaries is a Party. Subject to Section 4.4(e), GTI covenants and agrees that‌ (i) GTI shall use commercially reasonable efforts to enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which GTI or any of its Subsidiaries is a party, and then promptly (ii) neither GTI nor any of its Subsidiaries nor any of their respective Representatives have released or will, without the prior written consent of Yooma, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting GTI, or any of its Subsidiaries, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which GTI or any of its Subsidiaries is a party (it being acknowledged by Yooma that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 4.4(c)). (d) If GTI, or any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of either:‌ (i) any inquiry, proposal or offer made after the date of this Agreement that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; or (ii) any request for copies of, access to, or disclosure of, confidential information relating to GTI or any Subsidiary, including information, access or disclosure relating to the properties, facilities, books or records of GTI or any Subsidiary, in each case made after the date of this Agreement; then, GTI shall notify Yooma as soon as practicable, and in any event at first orally within 24 hours hours, and then in writingwriting within 48 hours, of any such Acquisition Proposal, inquiry, proposal, offer or request, including the identity of the Person making such Acquisition Proposal, inquiry, proposal, offer or request and the material terms and conditions thereof and shall provide the Purchaser and the Company Yooma with copies of all material written documents, correspondence or other material materials received by the Shareholder, its affiliates or its, his, or her Representatives in respect of, from or on behalf of any such Person. GTI shall keep Yooma fully informed on a current basis of the status of material developments and (to the extent permitted by Section 4.4(a)) discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments thereto. (e) Notwithstanding any other provision of this Section 4.4, if at any time following the date of this Agreement and prior to the GTI Shareholder Approval having been obtained, GTI receives a request for material non-public information, or to enter into discussions, from a Person that proposes to GTI an unsolicited bona fide written Acquisition Proposal, GTI may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of GTI or its Subsidiaries, if any only if:‌ (i) the GTI Board determines, in good faith after consultation with its outside financial and legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; (ii) such Person is not restricted from making an Acquisition Proposal pursuant to an existing standstill or similar restriction with GTI or any of its Subsidiaries; (iii) GTI has been, and continues to be, in compliance with its obligations under this Section 4.4 in all material respects; and (iv) prior to providing any such copies, access or disclosures, GTI enters into a confidentiality and standstill agreement with such Person (which confidentiality and standstill agreement shall be subject to Section 4.4(c)) and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to Yooma. (f) If GTI receives an Acquisition Proposal that the GTI Board determines, in good faith after consultation with its outside financial and legal advisors, constitutes a Superior Proposal prior to the GTI Shareholder Approval having been obtained, the GTI Board may, (1) make a GTI Change in Recommendation in response to such Superior Proposal and/or (2) cause GTI to terminate this Agreement pursuant to Section 6.2(a)(iv)(A) (including payment of the applicable amounts required to be paid pursuant to Section 6.3) and concurrently enter into a definitive agreement with respect to the Superior Proposal (other than a confidentiality agreement permitted by Section 4.4(e)) (a “Proposed Agreement”), if and only if:‌ (i) the Person making such Superior Proposal is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction; (ii) GTI has been, and continues to be, in compliance with its obligations under this Section 4.4 in all material respects; (iii) GTI or its Representatives have delivered to Yooma the information required by Section 4.4(d), as well as a written notice (the “Superior Proposal Notice”) of the determination of the GTI Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the GTI Board to make a GTI Change in Recommendation and/or terminate this Agreement pursuant to Section 6.2(a)(iv)(A) to concurrently enter into the Proposed Agreement with respect to such Superior Proposal, as applicable;‌ (iv) in the case of (f)(2), GTI or its Representatives have provided Yooma a copy of the Proposed Agreement and all supporting materials, including any financing documents, with customary redactions supplied to GTI in connection therewith therewith;‌ (v) five (5) Business Days (the “Response Period”) shall have elapsed from the date on which Xxxxx has received the Superior Proposal Notice and all documentation referred to in Section 4.4(f)(iii) and Section 4.4(f)(iv);‌ (vi) during any Response Period, Xxxxx has had the opportunity (but not the obligation) in accordance with Section 4.4(g), to offer to amend this‌ Agreement and the Plan of Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (vii) after the Response Period, the GTI Board has determined in good faith, after consultation with its outside legal counsel and financial advisors (if not in writing or electronic formany), that such Acquisition Proposal continues to constitute a description Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by Xxxxx under Section 4.4(g)); and (viii) in the case of (2), prior to or concurrently with terminating this Agreement pursuant to Section 6.2(a)(iv)(A), GTI enters into such Proposed Agreement and concurrently pays to Yooma the amounts required to be paid pursuant to Section 6.3. (g) During the Response Period: (i) the GTI Board shall review any offer made by Yooma under Section 4.4(f)(vi) to amend the terms of this Agreement and the Plan of Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal and (ii) GTI shall negotiate in good faith with Yooma to make such amendments to the terms of this Agreement and the Arrangement as would enable Xxxxx to proceed with the transactions contemplated by this Agreement on such amended terms. If the GTI Board determines that such Acquisition Proposal would cease to be a Superior Proposal, GTI shall promptly so advise Yooma, and GTI and Yooma shall amend this Agreement to reflect such offer made by Xxxxx, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.‌ (h) Each successive amendment or modification to any Acquisition Proposal or Proposed Agreement that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the GTI Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of such correspondence sent or communicated this Section 4.4, provided that Yooma shall only be afforded a new five (5) Business Day Response Period from the date on which it has received the notice and all documentation referred to in Section 4.4(f)(iii) and Section 4.4(f)(iv) with respect to the Shareholdernew Superior Proposal from GTI. (i) At the written request of Xxxxx, the GTI Board shall promptly reaffirm the GTI Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the GTI Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 4.4(g) would result in an Acquisition Proposal no longer being a Superior Proposal. GTI shall provide Yooma and its affiliates or its, his, or her Representativesoutside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Xxxxx and its counsel. (j) Nothing in this Agreement shall prevent the GTI Board from complying with Section

Non-Solicitation. The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 4 and (ii) the Effective Time: (a) Except as otherwise expressly provided in this Section 6.9 TMX Group shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor) or agent or otherwise, and shall not permit any such person toof its Representatives: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries information or entering into any form of agreement, arrangement or understanding) any inquiryinquiries, proposal proposals or offer that constitutes an offers relating to any Acquisition Proposal; (ii) enter into engage in, continue or otherwise engage or participate in any discussions or negotiations with any Person (other than any Purchaser Party or Purchaser Party Representative) regarding any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute an Acquisition Proposal; (iii) accept, approve, endorse recommend or recommendsupport, or propose publicly to approve, recommend or support, any Acquisition Proposal; (iv) accept or enter into, or publicly propose to accept, approve, endorse accept or recommend any Acquisition Proposal, or take no position or remain neutral with respect toenter into, any public letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or (ivv) except as expressly provided in Section 6.9(h), make a TMX Group Change in Recommendation. (b) TMX Group shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation with any Person (other than Maple) conducted by TMX Group or any of its Subsidiaries or Representatives with respect to any Acquisition Proposal, and, in connection therewith, TMX Group will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, and exercise all rights it has to require, the return or destruction of all confidential information regarding TMX Group and its Subsidiaries previously provided to any such Person or any other Person to the extent such information has not already been returned or destroyed. TMX Group shall not release any third party from any confidentiality, non-solicitation or standstill agreement, or terminate, modify, amend or waive the terms thereof, and TMX Group undertakes to enforce, and cause its Subsidiaries to enforce, all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that TMX Group or any of its Subsidiaries has entered into prior to the date hereof except to allow a Person to propose an Acquisition Proposal to TMX Group. TMX Group represents and warrants that it has not waived any standstill or similar agreement or restriction to which TMX Group or any Subsidiary is a party, and further covenants and agrees (i) that TMX Group shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which TMX Group or any of its Subsidiaries is a party, and (ii) that none of TMX Group, any of its Subsidiaries or any of their Representatives have released or will release, without the prior written consent of Maple (which may be withheld in Maple’s sole discretion), any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting TMX Group or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which TMX Group or any Subsidiary is a party except to allow such Person to propose an Acquisition Proposal to TMX Group. (c) TMX Group shall immediately provide notice to Maple of any Acquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to it or any of its Subsidiaries in connection with such an Acquisition Proposal or for access to the properties, books or records of TMX Group or any of its Subsidiaries by any Person that informs TMX Group, any member of the TMX Group Board, or any of TMX Group’s Subsidiaries that it is considering making, or has made, an Acquisition Proposal. Such notice to Maple shall be made, from time to time, at first immediately orally and then promptly (and in any event within 24 hours) in writing and shall indicate the identity of the Person or Persons making such proposal, inquiry, offer or request, all material terms thereof and such other details of the proposal, inquiry, offer or request known to TMX Group, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. TMX Group shall keep Maple promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request and will respond promptly to all inquiries by Maple with respect thereto. (d) Notwithstanding any other provision of this Agreement and any confidentiality or standstill agreement between TMX Group and any other Person, if at any time following the date of this Agreement and prior to the Expiry Time TMX Group receives a request for material non- public information, or to enter into discussions, from a Person that proposes to TMX Group an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Section 6.9 and the TMX Group Board determines, in good faith after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then, and only in such case, TMX Group may: (i) provide the Person making such Acquisition Proposal with access to information regarding TMX Group and its Subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that TMX Group shall not, and shall not allow any of its Subsidiaries or Representatives to, disclose any non-public information with respect to TMX Group or any of its Subsidiaries to such Person without having (i) entered into a confidentiality and standstill agreement on customary terms, and provided a copy of such confidentiality and standstill agreement to Maple and (ii) provided further that Maple is provided with a list of the information provided to such Person and Maple is immediately provided with access to the same information to which such Person was provided. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with TMX Group and may not restrict TMX Group or any of its Subsidiaries from complying with this Section 6.9 or any other terms of this Agreement. (e) TMX Group shall not accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute approve or enter into any agreement, letter of intent, understanding or arrangement (a “Proposed Agreement”), other than a confidentiality and standstill agreement as contemplated by Section 6.9(d), relating to an Acquisition Proposal., unless: (bi) immediately cease and terminatethe Proposed Agreement is accepted, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, approved or other activities commenced entered into by TMX Group prior to the initial take up of TMX Group Shares by Maple under the Maple Offer; (ii) the TMX Group Board determines that the Acquisition Proposal constitutes a Superior Proposal; (iii) TMX Group has complied in all material respects with Sections 6.9(a) through 6.9(d) inclusive; (iv) TMX Group has provided Maple with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Proposed Agreement relating to such Superior Proposal, such documents to be so provided to Maple not less than five Business Days prior to the proposed acceptance, approval or execution of the Proposed Agreement by TMX Group, and in any event no later than the Expiry Time; (v) five Business Days (the “Response Period”) shall have elapsed from the date Maple received the notice and documentation referred to in Section 6.9(e)(iv) from TMX Group and, if Maple has proposed to amend the terms of this Agreement the Maple Acquisition in accordance with any Person (other than any Purchaser Party or Purchaser Party Representative) Section 6.9(f), the TMX Group Board shall have determined, in good faith, after consultation with respect its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to any the amended terms of the Maple Acquisition Proposalproposed by Maple; and (cvi) immediately notify TMX Group concurrently terminates this Agreement pursuant to Section 8.2(a)(iv)(B). (f) TMX Group acknowledges and agrees that, during the Purchaser and Response Period or such longer period as TMX Group may approve for such purpose, Maple shall have the Companyopportunity, at first orallybut not the obligation, and then to propose to amend the terms of this Agreement, including an increase in, or modification of, the Maple Offer Consideration and/or the Subsequent Arrangement Consideration. The TMX Group Board will review any proposal by Maple to amend the terms of this Agreement in order to determine in good faith in the exercise of its fiduciary duties whether Maple’s proposal to amend this Agreement would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the TMX Group Board determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, it will promptly and in any event within 24 hours in writing, enter into an amended agreement with Maple reflecting such proposed amendments. Each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 6.9 and Maple shall be afforded a new Response Period in respect of each such Acquisition Proposal. (g) TMX Group shall ensure that its Representatives are aware of the provisions of this Section 6.9, and TMX Group shall provide be responsible for any breach of this Section 6.9 by its Representatives. (h) Nothing in this Agreement shall prohibit the Purchaser and TMX Group Board, at any time prior to the Company with copies initial take up of all written documents, correspondence or other material received TMX Group Shares by Maple under the Shareholder, its affiliates or its, his, or her Representatives in respect ofMaple Offer, from making a TMX Group Change in Recommendation or on behalf from making any disclosure to any securityholders of any TMX Group prior to such Person time, if, in connection therewith and if not in writing or electronic form, a description the good faith judgment of the material terms TMX Group Board after consultation with outside legal counsel, failure to take such action or make such disclosure would be inconsistent with the TMX Group Board’s exercise of its fiduciary duties or such correspondence sent action or communicated disclosure is otherwise required under applicable Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required under applicable Securities Laws); provided that prior to making a TMX Group Change in Recommendation, TMX Group shall give to Maple not less than 72 hours’ notice of its intention to make such a TMX Group Change in Recommendation, together with reasonable details of the Shareholder, its affiliates or its, his, or her Representativesreasons for such TMX Group Change in Recommendation.