2009002 Informal Interpretation

From: [Redacted]

Sent: Monday, September 21, 2020 2:52:42 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Cc: [Redacted]

Subject: FW: non-competes

1. If the individual agreements have been executed, they should be provided.

2. We prefer to see each agreement provided as a separate attachment, so 3(b)-2 through 3(b)-15 for the 14 agreements you describe.

Best,

Anne

From: [Redacted]

Sent: Wednesday, September 16, 2020 1:46:22 PM (UTC-05:00) Eastern Time (US & Canada)

To: [Redacted]

Subject: non-competes

Hi PNO Group. I have a question that I think I know the answer to but want to make sure. I am working on a deal where, when the definitive agreement is signed, there will also be non-competes signed by several individuals. These agreements take two forms: one document is called a non-compete and assume several people will sign individual versions so there may be 6 signed agreements. A different document has a different name but includes some noncompetition language and assume several other people will sign individual versions so there will be let’s say 8 of these documents.

Question 1: I assume you want copies of the actual signed agreements with the HSR filing and not just exemplars. Is that right?

Question 2: Are you okay if I make 3(b)-2 a group exhibit of the signed non-competes and 3(b)-3 a group exhibit of the signed agreements with the different name? Or is there a better way to provide these?

Thanks as always for your assistance.