Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) From the date hereof until the termination of this Agreement in accordance with Section 5.1 hereof, each Stockholder agrees that neither it nor (i) shall terminate all soliciting activities, discussions, negotiations, agreements or arrangements by or on behalf of such Stockholder with any of its controlled Affiliates Person (other than the Company Company, Parent, Merger Sub or its Subsidiariestheir respective Representatives) shallregarding any proposal, expression of interest, request for information, or other communication that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) shall not, and shall not authorize or permit cause its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (iA) initiateconduct or engage in, encourageenter into, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish continue or otherwise provide access to participate in any discussions or negotiations with, or furnish any information regarding any Acquired Company to or data to, any Person that is seeking to make, has made or, to the knowledge of such Stockholder, is considering making an Acquisition Proposal or otherwise take such actions in connection with or in response for the purpose of encouraging or facilitating an Acquisition Proposal, (B) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information or responding to any Acquisition Inquiry communication) any inquiries regarding, or the making, announcement or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; , (iiiC) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle(whether binding, letter of intentnon-binding, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement conditional or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliatesotherwise) with respect to an Acquisition Proposal, or approve, endorse or recommend any sale Acquisition Proposal or (D) knowingly cooperate with, assist, or participate in any effort by, any Person (or any Representative of a Person) that has made, is seeking to make, has informed the Company or such Stockholder of any Shares held by Stockholder intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (other than to state that Stockholder is currently not permitted to engage iii) shall immediately notify Parent or its Representatives in writing of such discussions Stockholder’s receipt of any Acquisition Proposal or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any request for discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one handAcquisition Proposal, and provide Parent with copies of all documents and other written communications received by such Stockholder setting forth the terms and conditions of such Acquisition Proposal, and (iv) shall keep Parent informed on a reasonably prompt and current basis (in any Affiliate event within twenty-four (24) hours) of the status of any such Acquisition Proposal received by such Stockholder (including the content and status of all material discussions and communications in respect thereof and any change or Representative proposed change to the terms thereof). (b) For the avoidance of Stockholder on doubt, nothing in this Section 3.3 shall affect in any way the other handobligations of any Person (including the Company) under the Merger Agreement.

Acquisition Proposals. (a) The Stockholder agrees that neither it nor will promptly (and in any of its controlled Affiliates (other than the Company event, within 48 hours) notify, or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a cause another stockholder of the Company and not as an officer, director or employee a Person acting on behalf of all of the Company) toStockholder to notify, directly Parent and Acquisition Sub immediately following the Stockholder’s learning that any inquiries, proposals or indirectlyoffers with respect to an Acquisition Proposal are received by, (i) initiateany information is requested from, encourageor any such discussions or negotiation are sought to be initiated or continued with, solicitit or any of its Representatives indicating, assistin connection with such notice, induce or facilitate the making, submission or announcement name of such Person and the material terms and conditions of any proposals or offers (including copies of any written requests, proposals or offers, including proposed agreements), and thereafter shall keep Parent and Acquisition Inquiry Sub informed, on a current basis, of the status and terms of such proposals or offers (including any amendments thereto and, in no event later than 48 hours after receipt, copies of any additional or revised written requests, proposals or offers, including proposed agreements) and the status of any such discussions or negotiations. The Stockholder agrees that it will not enter into any agreement with any Person subsequent to the date hereof that prohibits it from providing any information to Parent or Acquisition Proposal; (ii) furnish Sub in accordance with this Section 4(a). Without limiting the generality of the foregoing or otherwise Section 4(b), the Stockholder shall notify Parent and Acquisition Sub in advance of beginning to provide access to any information regarding any Acquired Company to any Person in connection with relating to an Acquisition Proposal or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in beginning discussions or negotiations with any Person with respect to any Acquisition Inquiry or person regarding an Acquisition Proposal; or (iv) otherwise facilitate . Any violations of the restrictions set forth above by any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter Representative of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause be deemed to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale a breach of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i4(a) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder SCB agrees that neither it nor any of its controlled Affiliates Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (other than the Company including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce encourage or facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any Acquisition Inquiry proposal or offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, alliance or similar transaction involving it, or any purchase or sale of the consolidated assets (including without limitation stock of Subsidiaries) of SCB and its Subsidiaries, taken as a whole, having an aggregate value equal to 25% or more of the market capitalization of SCB, or any purchase or sale of, or tender or exchange offer for, 25% or more of the equity securities of SCB (being hereinafter referred to as an "Acquisition Proposal; "). SCB further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) furnish not to, directly or otherwise indirectly, have any discussion with or provide access to any information regarding any Acquired Company or data to any Person in connection with or in response relating to any Acquisition Inquiry or an Acquisition Proposal; (iii) , or engage in discussions or any negotiations with any Person with respect to any Acquisition Inquiry or concerning an Acquisition Proposal; , or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Inquiry Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, SCB and SCB's board of directors shall be permitted to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, with applicable case law, and with applicable fiduciary responsibilities. SCB shall notify CIBER promptly of any and all inquiries, proposals or offers received by, any such information requested from, or any discussions or negotiations sought to be initiated with, any of its representatives with regard to an Acquisition Proposal, indicating the name of the parties involved and the material terms and conditions of any inquiries, proposals or offers. Nothing in this Agreement shall prohibit the SCB Board from engaging in the activities described above with respect to any person who has submitted on an unsolicited basis to SCB (i) an Acquisition Proposal believed by the SCB Board in good faith to be bona fide or enter into (ii) an expression of interest believed by the SCB Board in good faith to be bona fide indicating such person's desire to pursue the possibility of making an Acquisition Proposal on terms believed by the SCB Board to be financially superior to the Merger (a "Superior Proposal") and, in either such case: (a) the SCB Board or any agreement in principlecommittee thereof, letter of intentafter consultation with its independent legal counsel, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating determines that taking such action is appropriate for such Board to any Acquisition Inquiry or Acquisition Proposal.comply with its fiduciary duties under applicable law; (b) Upon the execution hereofSCB Board or any committee thereof, Stockholder after consultation with its financial advisors, concludes in good faith that such Acquisition Proposal, taking into account, among other things, all material legal, financial, regulatory and other aspects of such proposal and the person making such proposal, could lead to a Superior Proposal; (c) prior to providing any of the information described herein above, SCB obtains from such person an executed confidentiality agreement; and (d) prior to taking any action with respect to any such Acquisition Proposal or expression of interest, SCB shall notify CIBER of any actions it has determined to take with respect to such Acquisition Proposal or expression of interest. SCB agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations existing as of the date of this Agreement with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale Proposal. SCB agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions obligations undertaken in this Section 5.2 5.8. Nothing in this Section 5.8 shall not apply permit CIBER or SCB to terminate this Agreement (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handexcept as specifically provided in Article VII hereof).

Acquisition Proposals. (a) Stockholder Without limitation on any of the Company's other obligations under this Agreement (including under Article V hereof), the Company agrees that neither it nor any of its controlled Affiliates Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable commercial efforts to cause its and its Subsidiaries' employees, agents and representatives (other than the Company including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce encourage or knowingly facilitate any inquiries or the making, submission or announcement making of any Acquisition Inquiry or Acquisition Proposal; Proposal (as defined in Exhibit A hereto), (ii) furnish provide any nonpublic information or otherwise provide access to any information regarding any Acquired Company data to any Person in connection with relating to or in response to an Acquisition Proposal or any Acquisition Inquiry inquiry or indication of interest that could lead to an Acquisition Proposal; (iii) , or engage in any discussions or negotiations with any Person with respect to any Acquisition Inquiry or an Acquisition Proposal; , or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Inquiry Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement or Contract relating propose publicly or agree to do any of the foregoing related to any Acquisition Inquiry or Acquisition Proposal. (b) Upon Notwithstanding anything in this Agreement to the execution hereofcontrary, Stockholder this Section 6.10 shall immediately cease not prohibit the Company or its Board of Directors (i) to the extent applicable, from complying with Rule 14e-2 and cause Rule 14d-9 promulgated under the Securities Exchange Act with regard to be terminated all existing activitiesan Acquisition Proposal, (ii) from effecting a change in the Company Board Recommendation or (iii) from engaging in any discussions or negotiations with, or providing any nonpublic information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, (A) in any such case referred to in Clause (ii) or (iii) above, neither the Company nor any representative of the Company shall have violated any of the restrictions of this Section 6.10, (B) in any such case referred to in clause (ii) or (iii), its meeting of shareholders shall not have occurred, (C) in the case of clause (ii) or (iii) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party (which has not been withdrawn) and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined below), (D) in the case of clause (ii) or (iii) above, its Board of Directors, after consultation with outside counsel, determines in good faith that such action is required in order for the Board of Directors to comply with its fiduciary duties under applicable law, (E) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement having provisions that are customary in such agreements, as advised by counsel, and no less restrictive than the comparable provisions contained in the confidentiality agreement between the Company and the Parent Corporation, and at least two business days prior to furnishing any such nonpublic information to such person, the Company furnishes such nonpublic information to the Parent Corporation (to the extent not furnished previously), and (F) at least two business days prior to providing any information or data to any Person or entering into discussions or negotiations with any parties (other than Person, the Company notifies the Parent and its Affiliates) conducted heretofore with respect to Corporation of such inquiries, proposals or offers received by, any Acquisition Inquiry such information requested from, or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future such discussions or negotiations between Stockholder and sought to be initiated or continued with, such Person or any Person (other than Parent and of its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage representatives indicating, in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.connection

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than Between the Company or its Subsidiaries) shalldate hereof and the Closing, and Seller shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) tonot, directly or indirectly, (ia) initiate, encourage, take any action to solicit, assistinitiate submission of or knowingly encourage any Acquisition Proposal or (b) participate in any substantive discussions or negotiations regarding an Acquisition Proposal with anyone, induce except in the case of each of the foregoing for Acquisition Proposals by or facilitate the makingon behalf of Buyer or its affiliates. During such period, submission or announcement Seller shall promptly notify Buyer upon receipt of any Acquisition Inquiry indication of interest or any offer with respect to an Acquisition Proposal; . For purposes hereof, an "Acquisition Proposal" shall include any proposal for any acquisition or purchase by anyone of all or a portion of the Purchased Assets or any equity interest in Seller or any of its subsidiaries, of any merger or business combination with, or any acquisition of, Seller or any of its subsidiaries. If, after the entry of the Approval Order, Seller enters into a written agreement to accept any Acquisition Proposal, Seller shall, in addition to returning Buyer's Deposit (ii) furnish or otherwise provide access to together with any information regarding any Acquired Company to any Person interest), promptly reimburse Buyer for all of Buyer's expenses incurred in connection with preparing its Bid, its investigation of Seller and its negotiation and preparation of this Agreement, including the fees and expenses of Buyer's attorneys, accountants and advisors, such reimbursement being in addition to any other remedy to which Buyer may be entitled at law or in response equity or under the terms of this Agreement. Notwithstanding anything herein to the contrary, until the Bankruptcy Court enters the Approval Order Seller may (and may authorize and/or permit any Acquisition Inquiry of its officers, directors, employees, attorneys, agents or Acquisition Proposal; (iiirepresentatives to) engage in discussions or negotiations with any Person furnish information with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating Seller to any Acquisition Inquiry person or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions persons making an unsolicited proposal or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, inquiry and shall refrain from engaging notify Buyer in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale writing of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions proposal or negotiations)inquiry. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any During the period from the date of its controlled Affiliates (other than this Agreement through the Company Closing Date or its Subsidiaries) shallthe termination of this Agreement pursuant to Article 9, each Malvern Entity shall not, and shall cause its respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) take any action to solicit, encourage (including by providing information or assistance), initiate, encourage, solicit, assist, facilitate or induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) participate or engage in any discussions or negotiations regarding, or furnish or otherwise provide access cause to any information regarding any Acquired Company be furnished to any Person any nonpublic information with respect to, or take any action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, except to notify a Person that has made or, to the Knowledge of Malvern, is making inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of this Section 7.2, (iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, or (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Representative of Malvern shall constitute a breach of this Section 7.2 by ▇▇▇▇▇▇▇. (b) Notwithstanding anything to the contrary in Section 7.2(a), if Malvern or any of its Representatives receives an unsolicited, bona fide written Acquisition Proposal by any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) at any time prior to receipt of the Malvern Shareholder Approval that did not result from or arise in connection with a breach of Section 7.2(a), Malvern may, and may permit Malvern Subsidiaries and its Representatives to furnish or in response cause to any Acquisition Inquiry or Acquisition Proposal; (iii) engage be furnished nonpublic information and participate in discussions or negotiations with respect to such Acquisition Proposal, if the board of directors of Malvern (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with ▇▇▇▇▇▇▇’s financial advisors and outside legal counsel), that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would be reasonably likely to cause it to violate its fiduciary duties under applicable Law, and (ii) prior to furnishing any nonpublic information or engaging in any discussions permitted by this sentence, obtained from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive with respect to such Person or “Group” as the terms of the confidentiality agreement entered into between Malvern and First Bank are with respect to First Bank (and such confidentiality agreement shall not provide such Person or “Group” with any exclusive right to negotiate with Malvern). Malvern will promptly following receipt of any Acquisition Inquiry Proposal or any request for nonpublic information or any inquiry that could reasonably be expected to lead to any Acquisition Proposal, advise First Bank in writing of the receipt of such Acquisition Proposal, request or inquiry, and the terms and conditions of such Acquisition Proposal, request or inquiry (including, in each case, the identity of the Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) making any such Acquisition Proposal, request or inquiry), and provide to First Bank (i) a copy of such Acquisition Proposal, request or inquiry, if in writing, or (ii) a written summary of the material terms of such Acquisition Proposal, request or inquiry, if oral. Notwithstanding anything in this Agreement to the contrary, if the board of directors of Malvern has determined in its good faith judgement (after consultation with ▇▇▇▇▇▇▇’s financial advisors and outside legal counsel) that making the Malvern Recommendation would be reasonably likely to cause it to violate its fiduciary duties under applicable Law, then in submitting this Agreement to its stockholders, the board of directors of Malvern may make a Change in the Malvern Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided, that the board of directors of Malvern may not take any actions under this sentence unless (i) prior to such action it has complied in all material respects with its obligations under this Agreement and in all respects with its obligations under Sections 7.1 and 7.2 (other than unintentional, immaterial breaches that do not prejudice First Bank’s rights under such section), and following such action it complies with, and fulfills, its obligations under Sections 7.1 and 7.2 (other than unintentional, immaterial breaches that do not prejudice First Bank’s rights under such section), (ii) Malvern gives First Bank at least five Business Days’ prior written notice of its intention to make a Change in the Malvern Recommendation and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, the latest material terms and conditions of, and the identity of the third party making, any Acquisition Proposal, or any amendment or modification thereof) and (iii) at the end of such notice period, the board of directors of Malvern takes into account any amendment or modification to this Agreement proposed by First Bank and after receiving the advice of its outside counsel, has determined in its good faith judgment that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to make the Malvern Recommendation. Any amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.2 and will require a new notice period as referred to in this Section 7.2. Notwithstanding any Change in the Malvern Recommendation, unless this Agreement has been terminated in accordance with its terms, this Agreement shall be submitted to the shareholders of Malvern at the Malvern Shareholders Meeting in accordance with Section 7.1(c); provided, that if the board of directors of Malvern shall have effected a Change in the Malvern Recommendation pursuant to Section 7.2(b) and in accordance with the terms of this Agreement, then the board of directors of Malvern, in connection with the submission of this Agreement to the shareholders of Malvern may submit this Agreement without recommendation, or may change its recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of Malvern may communicate the basis for its lack of a recommendation or change in recommendation to the shareholders of Malvern in the Joint Proxy Statement-Offering Circular or an appropriate amendment or supplement thereto. Nothing contained in this Agreement shall prevent a party or its Board of Directors from complying with Rules 14d-9 and 14e-2 under the Exchange Act or Item 1012(a) of Regulation M-A with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or (iv) modify the effect that any action pursuant to such rules would otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalhave under this Agreement. (bc) Upon the execution hereofMalvern and Malvern Subsidiaries shall, Stockholder and Malvern shall direct its Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) Persons conducted heretofore with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Inquiry Proposal, (ii) request the prompt return or Acquisition Proposal or sale destruction of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and all confidential information previously furnished to any Person (other than Parent First Bank and its AffiliatesRepresentatives) with respect that has made or indicated an intention to make an Acquisition Proposal heretofore and (iii) not waive or amend any sale “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary and shall strictly enforce any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)provisions. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in In his, her or its capacity as a stockholder shareholder of the Company Xenith, and not in his or her capacity as an officera director, director officer or employee of the CompanyXenith, as applicable, Shareholder agrees that Shareholder will not, and will cause its officers and directors, and will instruct and use reasonable best efforts to cause its representatives and partners (if an entity) not to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce knowingly encourage or knowingly facilitate the making, submission inquiries or announcement of any Acquisition Inquiry or proposals with respect to an Acquisition Proposal; , (ii) furnish engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with or otherwise provide access to cooperate in any information regarding way with, any Acquired Company to any Person person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; Proposal or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principleterm sheet, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement (other than a confidentiality agreement referred to and entered into in accordance with Section 5.5(b) of the Merger Agreement) relating to any Acquisition Inquiry or Acquisition Proposal. , in each case, except to the extent that Xenith is permitted to take such action pursuant to the Merger Agreement. Shareholder will and will cause its officers, directors, and will use Shareholder’s reasonable best efforts to cause its representatives and partners (bif an entity) Upon the execution hereofto, Stockholder shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (person other than Parent and its Affiliates) conducted heretofore Union with respect to any Acquisition Inquiry or Proposal of Xenith. Shareholder will promptly (within twenty-four (24) hours) advise Union following Shareholder’s receipt of any Acquisition Proposal or sale of Shares held by Stockholderany inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of the Acquisition Proposal), and will keep Union apprised of any related material developments, discussions and negotiations on a reasonably current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal, in each case to the extent Xenith has not previously notified Union. All references herein to an Acquisition Proposal shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) refer to an Acquisition Proposal with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Xenith. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither it the Acquiror nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallAcquiror Principal Shareholder will, and shall not neither the Acquiror nor any Acquiror Principal Shareholder will authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative the any representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged Acquiror or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) any Acquiror Principal Shareholder to, directly or indirectly, : (i) solicit, initiate, knowingly encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Competing Transaction Proposal from any Person (other than Acquiree or Acquisition the Acquiree Shareholder, a “Third Party”) or take any action that could reasonably be expected to lead to a Competing Transaction Proposal; , (ii) furnish or otherwise provide access to any information regarding any Acquired Company the Acquiror to any Person Third Party in connection with or in response to any Acquisition Inquiry a Competing Transaction Proposal or Acquisition Proposal; an inquiry or indication of interest, (iii) engage in or continue any discussions or negotiations with any Person Third Party with respect to any Acquisition Inquiry or Acquisition Competing Transaction Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Competing Transaction Proposal or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or any Contract contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Competing Transaction Proposal. (b) Upon Concurrently with the execution hereofof this Agreement, Stockholder Acquiror and the Acquiror Principal Shareholder shall (i) immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect Person that relate to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or Competing Transaction Proposal; (ii) as soon as practicable request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with respect its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information relating to the Acquiror heretofore furnished to such Person by or on behalf of any discussions Acquiror Principal Shareholder or the Acquiror, subject to whatever rights, if any, that such Person has to retain any such information or avoid any demand for its return or destruction pursuant to the terms of the confidentiality agreement between the Stockholder, on the one hand, such Person and any Affiliate Acquiror Principal Shareholder or Representative of Stockholder on the Acquiror; and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person other handthan Acquiree, the Acquiree Shareholder and their respective representatives.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative Subject to Section 7.2 of the Company shall not constitute a Representative of a Stockholder unless such Merger Agreement and Section 5.3, during the Voting Period, Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) tonot, directly or indirectly, and shall ensure that each of Stockholder’s Representatives does not, directly or indirectly: (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal or publicly support or endorse any Acquisition Proposal; (iv) take any action that could result in the revocation or invalidation of the Proxy; (v) take any public action that is reasonably determined by Parent to suggest that Stockholder no longer supports the Merger; (vi) agree or publicly propose to take any of the actions referred to in this Section 5.2 or otherwise prohibited by this Agreement; or (ivvii) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) . Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) No Seller Entity shall, and it shall not authorize or permit cause its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) solicit, initiate, encourageencourage (including by providing information or assistance), solicit, assist, facilitate or induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) engage or participate in any discussions or negotiations regarding, or furnish or otherwise provide access cause to any information regarding any Acquired Company be furnished to any Person in connection any confidential or nonpublic information or data with respect to, or in response take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal (iii) adopt, approve, agree to, accept, endorse or recommend any Acquisition Proposal, (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; Transaction, or (ivv) except as otherwise expressly provided in this Section 7.2, otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to make do or implement an Acquisition Inquiry seek to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Representative of Seller shall constitute a breach of this Section 7.2 by Seller. In addition to the foregoing, unless this Agreement has been terminated in accordance with Section 9.1, Seller shall not submit to the vote of its shareholders any Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalthan the Merger. (b) Upon Promptly (but in no event more than 48 hours) following receipt of any Acquisition Proposal or any request for nonpublic information or any inquiry that could reasonably be expected to lead to any Acquisition Proposal, Seller shall advise Buyer in writing of the execution hereofreceipt of such Acquisition Proposal, Stockholder request or inquiry, and the terms and conditions of such Acquisition Proposal, request or inquiry (including, in each case, the identity of the Person making any such Acquisition Proposal, request or inquiry), and Seller shall as promptly as practicable provide to Buyer (i) a copy of such Acquisition Proposal, request or inquiry, if in writing, or (ii) a written summary of the material terms of such Acquisition Proposal, request or inquiry, if oral. Seller shall provide Buyer as promptly as practicable (but in no event more than 48 hours) with notice setting forth all such information as is necessary to keep Buyer informed on a reasonably current basis of all developments, discussions, negotiations and communications regarding (including amendments or proposed amendments to) such Acquisition Proposal, request or inquiry. (c) Notwithstanding anything herein to the contrary, at any time prior to Seller’s Shareholders’ Meeting, the board of directors of Seller may submit this Agreement to Seller’s shareholders without recommendation (although the resolution approving this Agreement as of the date hereof may not be rescinded or amended), if (i) Seller has received a Superior Proposal (after giving effect to the terms of any revised offer by Buyer pursuant to this Section 7.2(c)), and (ii) the board of directors of Seller has determined in good faith, after consultation with its financial advisors and outside legal counsel, that it would be inconsistent with the directors’ fiduciary duties under applicable Law to make or continue to make the Seller Recommendation; provided, that the board of directors of Seller may not take the actions set forth in this Section 7.2(c) unless: (i) Seller has complied in all material respects with this Section 7.2; (ii) Seller has provided Buyer at least five Business Days prior written notice of its intention to take such action and the information set forth under Section 7.2(b)); (iii) during such five Business Day period, Seller has considered and negotiated, and has caused its financial advisors and outside legal counsel to consider and negotiate, with Buyer in good faith (to the extent Buyer desires to so negotiate) regarding any proposals, adjustments or modifications to the terms and conditions of this Agreement proposed by Buyer; and (iv) the board of directors of Seller has determined in good faith, after consultation with its financial advisors and outside legal counsel and considering the results of such negotiations and giving effect to any proposals, amendments or modifications proposed by Buyer prior to the close of business on the fifth Business Day of such five Business Day period, if any, that such Superior Proposal remains a Superior Proposal and that it would nevertheless be inconsistent with the directors’ fiduciary duties under applicable Law to make or continue to make the Seller Recommendation. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.2(c) and will require a new determination and notice period as referred to in this Section 7.2(c). (d) Seller and Seller Subsidiaries shall, and Seller shall direct its Representatives to, (i) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) Persons conducted heretofore with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Inquiry Proposal, (ii) request the prompt return or Acquisition Proposal or sale destruction of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and all confidential information previously furnished to any Person (other than Parent Buyer, Buyer Bank and their Representatives) that has made or indicated an intention to make an Acquisition Proposal, and (iii) except to the extent the board of directors of Seller determines in good faith, after consultation with its Affiliatesoutside legal counsel, that it would be inconsistent with the directors’ fiduciary duties under applicable Law, not waive or amend any “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary and shall strictly enforce any such provisions. (e) Nothing contained in this Agreement shall prevent Seller or its board of directors from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act or Item 1012(a) of Regulation M-A with respect to an Acquisition Proposal or from making any sale legally required disclosure to the shareholders of Seller; provided, that such rules will in no way eliminate or modify the effect that any Shares held by Stockholder (other than action pursuant to state that Stockholder is currently not permitted to engage in such discussions or negotiations)rules would otherwise have under this Agreement. (cf) Notwithstanding anything to the foregoingcontrary in Section 7.2(a), if Seller or any of its Representatives receives an unsolicited, bona fide written Acquisition Proposal by any Person at any time prior to the restrictions Seller Shareholder Approval that did not result from or arise in this connection with a breach of Section 5.2 shall 7.2(a), Seller and its Representatives may, prior to (but not apply after) the Seller’s Shareholders’ Meeting, take the following actions if the board of directors of Seller (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with Seller’s financial advisors and outside legal counsel), that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would be inconsistent with its fiduciary duties under applicable Law, and (ii) obtained from such Person an executed confidentiality agreement containing terms at least as restrictive with respect to any discussions or negotiations such Person as the terms of the Confidentiality Agreement are in each provision with respect to the transfer of Shares permitted by Section 2.3Buyer (and such confidentiality agreement shall not provide such Person with any exclusive right to negotiate with Seller): (A) furnish information to (but only if Seller shall have provided such information to Buyer prior to furnishing it to any such Person), or and (iiB) enter into discussions and negotiations with, such Person and its Representatives with respect to any discussions between the Stockholdersuch unsolicited, on the one hand, and any Affiliate or Representative of Stockholder on the other handbona fide written Acquisition Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither The Company shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallsubsidiaries to, and nor shall not it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of of, or any investment banker, attorney or other advisor, representative or agent of, the Company) Company or any Company Subsidiary to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate encourage the making, submission or announcement of any Company Acquisition Inquiry Proposal (as defined below), or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Acquisition Proposal; Proposal or (ii) furnish participate in or otherwise provide access to continue any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with regarding, or furnish to any Person person any non-public information with respect to to, any Acquisition Inquiry or Company Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) . Notwithstanding the foregoing, prior to the restrictions time, but not after, the requisite vote of the Company Stockholders is obtained, if the Board of Directors of the Company determines in good faith, following consultation with outside counsel, that such action is required in order for such directors to comply with their fiduciary duties under applicable law, the Company, any Company Subsidiary or any officer, director or employee of, or any investment banker, attorney or other advisor, representative or agent of, the Company or any Company Subsidiary may, following the receipt of an unsolicited Company Acquisition Proposal by the Company, participate in negotiations regarding such Company Acquisition Proposal or furnish information regarding the Company and its business pursuant to an appropriate confidentiality agreement to the person making such Company Acquisition Proposal. Notwithstanding anything in this Section 5.2 Agreement to the contrary, the Company shall not apply promptly advise FNF orally and in writing of the receipt by it (ior any of the other entities or persons referred to above) with respect after the date hereof of any Company Acquisition Proposal, or any inquiry which could lead to any discussions Company Acquisition Proposal, the material terms and conditions of such Company Acquisition Proposal or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one handinquiry, and the identity of the person making any Affiliate such Company Acquisition Proposal or Representative inquiry. The Company shall keep FNF fully informed of Stockholder on the status and details of any such Company Acquisition Proposal or inquiry. For purposes of this Agreement, "Company Acquisition Proposal" means any proposal or offer for a merger, consolidation or other handbusiness combination involving the Company or any Company Subsidiary or any proposal or offer to acquire or cause to be acquired in any manner, directly or indirectly, all or substantially all of the business, assets or capital stock of the Company, other than the transactions contemplated by this Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor The Company shall not, shall cause its Subsidiaries not to, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing non-public information) any inquiries, proposals or offers, or the making of its controlled Affiliates any submission or announcement of any inquiry, proposal or offer that, in each case, constitutes or is intended to lead to an Acquisition Proposal, (other than ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person making an Acquisition Proposal, or such Person’s Representatives, with respect to an Acquisition Proposal, or (iii) provide any non-public information or afford access to the properties of the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood thattake any other action to assist or knowingly encourage or knowingly facilitate, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to effort by any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in a manner that is intended to lead to an Acquisition Proposal or in connection with or in response to any Acquisition Inquiry inquiry, offer or proposal that constitutes an Acquisition Proposal; . The Company shall, and shall cause its Subsidiaries to, and shall instruct its Representatives to, (iiix) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any inquiry, proposal or offer pending on the date hereof that constitutes, or is intended to lead to, an Acquisition Proposal, (y) to the extent the Company has the right to do so, shall request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person within the last eighteen (18) months for the purposes of evaluating a possible Acquisition Proposal and (z) terminate access to any physical or electronic data rooms relating to a possible Acquisition Proposal. Subject to the other provisions of this Section 6.3, the Company and its Representatives may in any event (A) seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person that did not result from a material breach of this Section 6.3 solely to determine whether such inquiry or proposal constitutes an Acquisition Proposal and (B) inform a Person that has made an Acquisition Proposal of the provisions of this Section 6.3. (b) Notwithstanding anything to the contrary in Section 6.3(a) or any other provision of this Agreement, if at any time following the date hereof and prior to the Acceptance Time, (i) the Company has received a written Acquisition Proposal that did not result from a material breach of this Section 6.3 and (ii) the Company Board or a committee thereof determines, in good faith, after consultation with outside counsel and a financial advisor, that such Acquisition Proposal constitutes or is intended to lead to or result in a Superior Proposal, then the Company may (A) furnish information with respect to or afford access to the properties of the Company and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives and (B) engage in, enter into or participate in discussions or negotiations with any such Person with respect to any Acquisition Inquiry or and its Representatives regarding such Acquisition Proposal; provided that (x) the Company shall not, and shall instruct its Representatives not to, disclose any non-public information to such Person unless the Company has, or first enters into, a confidentiality agreement with such Person on terms that, taken as a whole, are no less favorable to the Company than those contained in the Confidentiality Agreement (ivan “Acceptable Confidentiality Agreement”) otherwise facilitate and (y) the Company promptly provides or makes available to Parent any effort non-public information concerning the Company or attempt its Subsidiaries provided or made available to make such other Person that was not previously provided or implement made available to Parent; provided, further, that the Company may only take the actions described in clauses (A) and (B), if the Company Board or a committee thereof determines, in good faith, after consultation with outside counsel, that the failure to take any such action would be inconsistent with its fiduciary duties under applicable Law. The Company shall not, and shall cause its Representatives not to, release any Person from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any agreement to which the Company is a party; provided that, if the Company Board or a committee thereof determines in good faith, after consultation with its outside counsel that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Company may waive any such standstill provision to the extent necessary to permit the applicable Person (if such Person has not been solicited in material breach of this Section 6.3) to make, on a confidential basis to the Company Board, an Acquisition Inquiry or Proposal, conditioned upon such Person agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 6.3. (c) The Company shall promptly (and in any event within one (1) Business Day after receipt thereof) notify Parent of (i) the receipt by the Company of an Acquisition Proposal or and (ii) the material terms and conditions of such Acquisition Proposal (including a copy of such Acquisition Proposal (redacted for any identifying information that the Company is obligated to keep confidential under a confidentiality agreement in effect prior to the date hereof) or, where such Acquisition Proposal is not in writing, a description of the terms thereof). The Company shall keep Parent reasonably informed, on a prompt basis, as to the status of such Acquisition Proposal, including by promptly (and in no event later than one (1) Business Day after receipt) providing to Parent copies of any correspondence, proposals, indications of interest, and/or draft agreements (including material schedules, exhibits and any other written materials related thereto (including any financing commitments received), which may be redacted to the extent necessary to protect confidential information of the Person making such Acquisition Proposal). The Company agrees that it and its Affiliates shall not enter into any agreement with any Person subsequent to the date hereof which prohibits the Company from providing any information to Parent in principleaccordance with, or otherwise complying with, this Section 6.3. The Company shall promptly, and in any event within one (1) Business Day, following a determination by the Company Board that an Acquisition Proposal is a Superior Proposal, notify Parent of such determination. (d) The Company Board and each committee thereof shall not, subject to the terms and conditions of this Agreement, (i) propose publicly to approve or recommend, or permit the Company to enter into any letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, option agreement, merger agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement relating to any or that would reasonably be expected to lead to, an Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.3(b)) (an “Alternative Acquisition Agreement”), or publicly propose to take any such action or (ii) (A) publicly withdraw, qualify or modify in a manner adverse to Parent and its Affiliatesor Purchaser, or propose publicly to withdraw, qualify or modify in a manner adverse to Parent or Purchaser, the Company Board Recommendation, (B) conducted heretofore propose publicly to adopt, endorse, approve or recommend, an Acquisition Proposal, (C) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer, (D) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders, (E) fail to recommend against an Acquisition Proposal that is a tender or exchange offer subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender or exchange offer or (F) fail to publically reaffirm the Company Board Recommendation within five (5) Business Days of receiving a written request from Parent to provide such public reaffirmation following receipt by the Company of a publicly announced Acquisition Proposal (provided that Parent may deliver only one (1) such request with respect to an Acquisition Proposal) (any Acquisition Inquiry or Acquisition Proposal or sale action described in this clause (ii) being referred to herein as a “Change of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsBoard Recommendation”). (ce) Notwithstanding Section 6.3(d) or any other provision of this Agreement, prior to the foregoing, the restrictions in this Section 5.2 shall not apply Acceptance Time: (i) the Company may terminate this Agreement to enter into an Alternative Acquisition Agreement pursuant to Section 8.3(b) (so long as, prior to, and as a condition to the effectiveness of, such termination, the Company pays to Parent the termination fee payable pursuant to Section 8.5(b)) if (A) the Company receives an Acquisition Proposal that did not result from a material breach of this Section 6.3, and the Company Board or a committee thereof determines in good faith that it constitutes a Superior Proposal; (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement; (C) the Company shall have negotiated, and shall have instructed its Representatives to negotiate, in good faith, with Parent during the Notice Period, to the extent Parent requests to negotiate, to enable Parent to revise the terms of this Agreement in such a manner that would cause such Superior Proposal to no longer constitute a Superior Proposal; and (D) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith, after taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period, that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal; (ii) the Company Board or a committee thereof may make a Change of Board Recommendation if (A) the Company receives an Acquisition Proposal that did not result from a material breach of this Section 6.3, and the Company Board or a committee thereof determines in good faith constitutes a Superior Proposal; (B) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation; (C) the Company shall have negotiated, and shall have instructed its Representatives to negotiate, in good faith, with Parent during the Notice Period, to the extent Parent requests to negotiate, to enable Parent to revise the terms of this Agreement in such a manner that would cause such Superior Proposal to no longer constitute a Superior Proposal; and (D) no earlier than the end of the Notice Period, the Company Board or a committee thereof determines in good faith that the failure to make a Change of Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after taking into consideration any changes to this Agreement that Parent has irrevocably committed to make during the Notice Period; and (iii) other than in connection with an Acquisition Proposal, the Company Board or a committee thereof may make a Change of Board Recommendation in response to an Intervening Event if (A) the Company has notified Parent in writing that it intends to effect a Change of Board Recommendation; (B) the Company shall have negotiated, and shall have instructed its Representatives to negotiate, in good faith, with Parent during the Notice Period, to the extent Parent requests to negotiate, to enable Parent to revise the terms of this Agreement in such a manner that would eliminate the need for taking such action; and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith, after considering the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period, that the failure to effect a Change of Board Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. The provisions of this Section 6.3(e) apply to any change to the financial terms or any other material terms of any applicable Superior Proposal with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or clause (i) and (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.require

Acquisition Proposals. (a) Each Stockholder covenants and agrees that neither it nor any during the period from the date of its controlled Affiliates (other than this Agreement through the Expiration Date, such Stockholder shall, if requested to do so by action of the Company Board or its Subsidiariesthe Special Committee of the Company Board, explore in good faith the possibility of working with any Persons or groups of Persons regarding an Acquisition Proposal (provided that the Company is permitted pursuant to Section 5.3(a) shallor 5.3(c) of the Merger Agreement to engage in discussions with such Persons or groups of Persons regarding such Acquisition Proposal), including by reviewing and shall not authorize or permit its Representatives (responding to proposals and taking part in meetings and negotiations with respect thereto; it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless that such Stockholder shall have separately engaged or directed such Person in his, her or its capacity Stockholder’s decision as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company whether to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations work with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter group of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalPersons after such good faith exploration shall be within such Stockholder’s discretion. (b) Upon the execution hereofIf any Stockholder receives any inquiry or proposal that constitutes an Acquisition Proposal, such Stockholder shall immediately cease promptly inform the Company of such inquiry or proposal and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)the details thereof. (c) Notwithstanding Each Stockholder shall keep confidential from Silver Lake Partners and its Affiliates (collectively, “SLP”) the foregoingspecific terms and conditions of any Acquisition Proposal made by a Person other than SLP or by a group of Persons of which SLP is not a member, provided that such confidentiality obligation shall be subject to the restrictions in this obligations of the Company pursuant to Section 5.2 5.3 of the Merger Agreement; provided, further, that the foregoing shall not apply restrict any Stockholder from discussing with SLP any aspect of any Acquisition Proposal that SLP may wish to make, including the price thereof, so long as such Stockholder does not disclose to SLP the specific terms and conditions of any Acquisition Proposal made by a Person other than SLP or by a group of Persons of which SLP is not a member. (id) with respect to Notwithstanding anything in any discussions or negotiations with respect other agreement between the Company and any Stockholder to the transfer contrary, no Stockholder shall be prohibited from making any Acquisition Proposal to the Company, whether individually or as part of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handa group.

Acquisition Proposals. (a) Stockholder agrees that neither it Except with respect to this Agreement and the transactions contemplated hereby, no CFSB Company nor any director, employee, investment banker, attorney, accountant or other representative thereof (collectively, "Representatives") retained by any CFSB Company shall directly or indirectly solicit any Acquisition Proposal by any Person. Except to the extent necessary to comply with the fiduciary duties of its controlled Affiliates Board of Directors as advised by counsel, no CFSB Company nor Representative thereof shall furnish any non-public information in connection with, negotiate with respect to, or enter into any Contract with respect to, any Acquisition Proposal, but CFSB may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by counsel. CFSB shall promptly notify CBC orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. (other than the Company or its Subsidiariesb) shallExcept as set forth herein, and CFSB shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiatewithdraw or modify, encourageor propose to withdraw or modify, solicitin a manner adverse to CBC, assistthe approval or recommendation of its Board of Directors of this Agreement or the Merger, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish approve or otherwise provide access recommend, or propose to any information regarding any Acquired Company to any Person in connection with approve or in response to recommend, any Acquisition Inquiry Proposal or Acquisition Proposal; (iii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Inquiry Proposal. Notwithstanding the foregoing, if in the opinion of the Board of Directors of CFSB, after consultation with counsel, failure to do so would be inconsistent with its fiduciary duties to its shareholders under applicable law, then the Board of Directors of CFSB may (subject to the terms of this section (b)) withdraw or modify its approval or recommendation of this Agreement or the Merger, approve or recommend an Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal , or enter into any an agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to an Acquisition Proposal, in each case at any time after the second business day following the receipt of written notice (a "Notice of Acquisition Inquiry or Proposal") by CBC advising it that CFSB has received an Acquisition Proposal or sale Proposal, specifying the material terms and conditions of Shares held by Stockholder, such proposal and identifying the Person making such proposal; provided that CFSB shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) not enter into an agreement with respect to any sale an Acquisition Proposal unless it shall have furnished CBC with written notice no later than 12:00 noon Georgia time one (1) day in advance of any Shares held by Stockholder (other than date that it intends to state that Stockholder is currently not permitted to engage in enter into such discussions or negotiations)agreement. (c) Notwithstanding In addition to the foregoingobligations set forth in section (b) above, CFSB shall immediately advise CBC orally and in writing of any request for information or of any Acquisition Proposal, or any inquiry with respect to or which could lead to an Acquisition Proposal, the restrictions material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making a request, Acquisition Proposal or inquiry. CFSB shall keep CBC fully informed of the status and details (including amendments or proposed amendments) of the material terms of any such request, Acquisition Proposal or inquiry. (d) Nothing contained in this Section 5.2 8.6 shall not apply prohibit CFSB from making any disclosure to its shareholders if, in the opinion of its Board of Directors, after consultation with counsel, failure to so disclose would be inconsistent with federal securities laws or its fiduciary duties to its shareholders under applicable law; provided that CFSB does not, except as permitted by section (ib) with respect above, withdraw or modify, or propose to any discussions withdraw or negotiations modify, its position with respect to the transfer of Shares permitted by Section 2.3Merger or approve or recommend, or (ii) with respect propose to any discussions between the Stockholderapprove or recommend, on the one hand, and any Affiliate or Representative of Stockholder on the other handan Acquisition Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates The Company shall not (other than the Company or its Subsidiaries) shall, and shall not authorize resolve or permit its propose to) and shall ensure that the other Acquired Companies and all Representatives (it being understood thatincluding any investment banker, for purposes hereof, a Representative attorney or accountant retained by any Acquired Company) of the Company shall Acquired Companies do not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged (and do not resolve or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) propose to), directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalProposal (each, a “Company Acquisition Agreement”). (b) Upon Notwithstanding anything to the contrary contained in Section 7.2(a), prior to the adoption of this Agreement by the Company Requisite Vote, the Company may furnish non-public information regarding the Acquired Companies to, and may enter into discussions or negotiations with, a Person in response to an unsolicited, bona fide, written Acquisition Proposal that is submitted to the Company by such Person (and not withdrawn) if: (i) neither any Acquired Company nor any Representative of any Acquired Company shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 7.2 or Section 7.4 or failed to enforce any “standstill” or similar agreement or provision under which any Acquired Company has any rights or any Support Agreement; (ii) the Company Board reasonably determines in good faith, after taking into account the advice of an independent financial advisor of nationally recognized reputation and consulting with the Company’s outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; (iii) the Company Board reasonably determines in good faith, after taking into account the advice of the Company’s outside legal counsel, that such action is required for the Company Board to comply with its fiduciary duties under applicable Delaware Law; and (iv) at least two business days prior to furnishing any such non-public information to, or entering into discussions or negotiations with, such Person, the Company: (A) gives Parent written notice of the identity of such Person and of the Company’s intention to furnish non-public information to, or enter into discussions or negotiations with, such Person; and (B) receives from the Person so requesting such information, and delivers to Parent a copy of, an executed confidentiality agreement containing customary limitations on the use and disclosure of all non-public written and oral information furnished to such Person by or on behalf of the Acquired Companies and customary “standstill” provisions and other terms no less favorable to the Company than the provisions contained in the Confidentiality Agreement as in effect immediately prior to the execution hereofof this Agreement, Stockholder and at least 24 hours prior to furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent (to the extent such non-public information has not been previously furnished by the Company to Parent). (c) If the Company, any other Acquired Company or any Representative of any Acquired Company receives an Acquisition Inquiry or Acquisition Proposal or any non-public information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any of the Acquired Companies’ Representatives, then the Company shall promptly (and in no event later than 24 hours after receipt of such Acquisition Inquiry, Acquisition Proposal or request): (i) advise Parent orally and in writing of such Acquisition Inquiry, Acquisition Proposal or request (including the identity of the Person making or submitting such Acquisition Inquiry, Acquisition Proposal or request and the material terms and conditions thereof); and (ii) provide to Parent a copy of any written inquiries, documents or correspondence received by any Acquired Company or any Representative of any Acquired Company. The Company shall keep Parent fully informed on the status of any such Acquisition Inquiry, Acquisition Proposal or request and any modification or proposed modification thereto, and shall promptly (and in no event later than 24 hours after transmittal or receipt of any correspondence or communication) provide Parent with a copy of any correspondence or communication between or otherwise involving any Acquired Company or any Representative of any Acquired Company and the Person that made or submitted such Acquisition Inquiry, Acquisition Proposal or request. (d) The Company shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal Proposal. The Company shall promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of acquiring the Company or sale any of Shares held the other Acquired Companies to return all confidential information heretofore furnished to such Person by Stockholderor on behalf of the Company or any of the other Acquired Companies, and shall refrain from engaging in any future discussions or negotiations between Stockholder terminate all physical and electronic data room access previously granted to any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsRepresentatives). (ce) Notwithstanding the foregoing, the restrictions Any action inconsistent with any provision in this Section 5.2 shall not apply (i) with respect to 7.2 or Section 7.4 that is taken by any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder the Acquired Company, whether or not such Representative is purporting to act on behalf of the other handAcquired Companies, shall constitute a material breach of this Agreement by the Company.

Acquisition Proposals. (a) Stockholder agrees that From the date of this Agreement until the Closing Date or, if earlier, the termination of this Agreement, neither it the Acquiror nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallAcquiror Principal Shareholder will, and shall not neither the Acquiror nor the Acquiror Principal Shareholder will authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative the any representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged Acquiror or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) Acquiror Principal Shareholder to, directly or indirectly, : (i) solicit, initiate, knowingly encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Competing Transaction Proposal from any Person (other than Acquiree or Acquisition the Acquiree Shareholders, a “Third Party”) or take any action that could reasonably be expected to lead to a Competing Transaction Proposal; , (ii) furnish or otherwise provide access to any information regarding any Acquired Company the Acquiror or the Acquiror Subsidiary to any Person Third Party in connection with or in response to any Acquisition Inquiry a Competing Transaction Proposal or Acquisition Proposal; an inquiry or indication of interest, (iii) engage in or continue any discussions or negotiations with any Person Third Party with respect to any Acquisition Inquiry or Acquisition Competing Transaction Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Competing Transaction Proposal or (v) enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or any Contract contemplating or otherwise relating to any Acquisition Inquiry or Acquisition Competing Transaction Proposal. (b) Upon Concurrently with the execution hereofof this Agreement, Stockholder Acquiror and the Acquiror Principal Shareholder shall (i) immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect Person that relate to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or Competing Transaction Proposal; (ii) as soon as practicable request each Person that has executed, within twelve (12) months prior to the date of this Agreement, a confidentiality agreement in connection with respect its consideration of a possible Competing Transaction Proposal to return or destroy all confidential information relating to the Acquiror or the Acquiror Subsidiary heretofore furnished to such Person by or on behalf of the Acquiror Principal Shareholder or the Acquiror, subject to whatever rights, if any, that such Person has to retain any discussions such information or avoid any demand for its return or destruction pursuant to the terms of the confidentiality agreement between such Person and the StockholderAcquiror Principal Shareholder or the Acquiror; and (iii) cause any physical or virtual data room containing any such information to no longer be accessible to or by any Person other than Acquiree, on the one hand, Acquiree Shareholders and any Affiliate or Representative of Stockholder on the other handtheir respective representatives.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its representatives, not to (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate the making, submission or announcement of participate in any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement Person relating to, an Acquisition Inquiry or Acquisition Proposal or afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement in principleor similar definitive agreement, or any letter of intent, memorandum of understandingunderstanding or agreement in principle, term sheetor any other agreement relating to an Acquisition Proposal, acquisition agreement(c) grant any waiver, option agreement, joint venture agreement, partnership agreement, merger amendment or release under any confidentiality agreement or other similar document the anti-takeover laws of any state, or Contract relating (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to any Acquisition Inquiry or make an Acquisition Proposal. (b) Upon . From and after the execution date hereof, Stockholder the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and cause to be terminated terminate all existing activities, discussions or and negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons that may be ongoing with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent Acquiror and its Affiliates) representatives). The Company shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to any sale an Acquisition Proposal and provide Acquiror with a description of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect material terms and conditions thereof to the transfer extent that such disclosure would not result in breach of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on Company’s confidentiality obligations that are in existence as of the one hand, and any Affiliate or Representative of Stockholder on the other handdate hereof.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, BYBK shall not, and it shall not authorize authorize, permit or permit its cause any BYBK Subsidiary or their respective Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, : (iA) initiate, encourage, solicit, assist, induce or encourage (including by way of furnishing information or providing assistance), or take any action to facilitate the makingmaking of, submission any inquiry, offer or announcement of any Acquisition Inquiry proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (iiB) furnish or otherwise provide access respond to any information regarding any Acquired Company inquiry relating to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iiiC) engage recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than OLB) any information or data with respect to BYBK or any BYBK Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which BYBK or any BYBK Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intent or similar instrument, including any exclusivity agreement, with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by BYBK or any of its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of BYBK or otherwise, shall be deemed to be a breach of this Agreement by BYBK. BYBK and each BYBK Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions, negotiations and communications with any Person with respect to any Acquisition Inquiry existing or potential Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt . Notwithstanding the foregoing, prior to make or implement the approval of the Merger by BYBK’s stockholders at the BYBK Common Stockholders’ Meeting, BYBK may respond to an Acquisition Inquiry or Acquisition Proposal inquiry, furnish nonpublic information regarding itself and the BYBK Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to BYBK by such Person (and not withdrawn) if: (A) BYBK’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of the BYBK Advisers, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (B) BYBK has not violated any of the restrictions set forth in this Section 5.7(a)(ii); (C) BYBK’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and the advice of the BYBK Advisers, that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable Law; and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, BYBK provides OLB with written notice of the identity of such Person and of BYBK’s intention to furnish nonpublic information to, or enter into discussions with, such Person and BYBK receives from such Person an executed confidentiality agreement in principleon terms no more favorable to such Person than the Confidentiality Agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with BYBK. BYBK shall promptly provide to OLB any non-public information regarding BYBK or other similar document or Contract relating any BYBK Subsidiary provided to any Acquisition Inquiry other Person that was not previously provided to OLB, such additional information to be provided no later than the date of provision of such information to such other Person. BYBK shall promptly (and in any event within 24 hours) notify OLB in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, BYBK, any BYBK Subsidiary or any of their Representatives, in each case in connection with any Acquisition Proposal. (b) Upon , and such notice shall indicate the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications)). BYBK agrees that it shall keep OLB informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). BYBK further agrees that it will provide OLB with the opportunity to present its own proposal to the BYBK board of directors in response to any parties (other than Parent such proposal or offer and its Affiliates) conducted heretofore negotiate with OLB in good faith with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)proposal. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder Company agrees that neither that, prior to the Effective Time, it will not, directly or indirectly, nor will it permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSubsidiaries to, and shall not nor will it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of, or any investment banker, attorney, accountant or other advisor, agent or representative of, Company or any of its Subsidiaries (collectively, the Company"Company Representatives") to, directly or indirectlyindirectly through another Person, (i) solicit, initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry Proposal, or Acquisition Proposal; (ii) participate in any discussions or negotiations regarding, or furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection any information with respect to, or in response take any other action to facilitate any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Inquiry Proposal, or approve, endorse or recommend any Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal , or enter into any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract contract contemplating or otherwise relating to any Acquisition Inquiry or an Acquisition Proposal; provided, however, that, prior to the adoption and approval of this Agreement by the requisite Company Stockholder Approval, the foregoing will not prohibit Company from furnishing information to or entering into discussions or negotiations with, any Person that makes an unsolicited bona fide proposal to enter into a business combination with Company pursuant to an Acquisition Proposal for more than 50% of any class of equity securities of Company or any of its Subsidiaries or more than 50% of the net revenues, net income or the assets of Company and its Subsidiaries taken as a whole, which the Company Special Committee in good faith determines (after consultation with a financial advisor of nationally recognized reputation) is more favorable from a financial point of view to Company's stockholders than the transactions contemplated by this Agreement (a "Superior Proposal"), so long as: (i) prior to furnishing any information to, or entering into discussions or negotiations with, such a Person, Company provides 24 hours' advance written notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, a Person from whom Company will have received an executed confidentiality agreement in form and substance similar to (and in no event any less favorable to Company than) the Confidentiality Agreement prior to furnishing such information; (ii) such notice shall include the terms and conditions of such Acquisition Proposal or any agreement proposed by, or any information supplied to, any such Person; (iii) prior to furnishing any nonpublic information to any such Person, Company furnishes such nonpublic information to Parent (to the extent that such nonpublic information has not been previously furnished by Company to Parent); (iv) neither Company nor any of its Subsidiaries nor any of Company Representatives will have violated any of the restrictions set forth in this Section 7.4; (v) such unsolicited bona fide proposal relating to a Superior Proposal is made by a third party that the Company Special Committee determines in good faith has the good faith intent to proceed with negotiations to consider, and the financial capability to consummate, such Superior Proposal; (vi) the Board of Directors of Company or the Company Special Committee, after duly considering the advice of outside legal counsel to the Board of Directors of Company or the Company Special Committee, as the case may be, determines in good faith that such action is required for the Board of Directors of Company and/or the Company Special Committee to comply with their respective fiduciary duties to stockholders imposed by applicable law; and (vii) Company uses its reasonable efforts to keep Parent informed in all material respects of the status and terms of any such negotiations or discussions (including the identity of the Person with whom such negotiations or discussions are being held) and provides Parent copies of such written proposals and any amendments or revisions thereto or correspondence related thereto. (b) Upon Company shall notify Parent orally and in writing of the execution hereoffact that it received inquiries, Stockholder offers or proposals that it reasonably believes to be bona fide with respect to an Acquisition Proposal within 24 hours after Company obtains knowledge of the receipt thereof. Company shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) Person that have been conducted heretofore with respect to a potential Acquisition Proposal. Company agrees to inform Company Representatives of the obligations undertaken in this Section 7.4; provided, however, that nothing contained in this Agreement will prevent the Board of Directors of Company or the Company Special Committee from referring any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect third-party to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)this Section 7.4. (c) 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 Company or any of its Subsidiaries is a party, and shall use its reasonable efforts to enforce or cause to be enforced each such agreement at the request of Parent. (d) Except as expressly permitted by this Section 7.4, neither the Board of Directors of Company nor any committee thereof shall (i) withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the approval or recommendation by such Board of Directors or such committee of this Agreement or the Merger, (ii) approve or recommend, or propose publicly to approve or recommend, any Superior Proposal or (iii) cause Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, in the restrictions event that the Board of Directors of Company or the Company Special Committee determines in good faith, after consultation with outside legal counsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to Company stockholders (other than the Company stockholders entering into the Parent Voting Agreements and their Affiliates) under applicable law, the Board of Directors of Company and/or the Company Special Committee may (subject to this sentence and Section 7.4(e)) withdraw, modify or change their respective recommendation of the Merger, but only after two Business Days following Parent's receipt of written notice advising Parent that the Board of Directors of Company or the Company Special Committee is prepared to do so, and only if, during such two Business Day period, Company and its advisors have negotiated or attempted to negotiate in good faith with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Board of Directors of Company or the Company Special Committee to maintain its recommendation in favor of this Agreement. (e) Nothing contained in this Section 5.2 shall not apply (i7.4 will prohibit Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and/or 14e-2(a) promulgated under the Exchange Act or from making any disclosure to Company's stockholders if, in the good faith judgment of the Board of Directors of Company or the Company Special Committee, after consultation with respect to any discussions or negotiations with respect outside legal counsel to the transfer Board of Shares permitted by Section 2.3Directors of Company or the Company Special Committee, or (ii) as the case may be, failure so to disclose would be inconsistent with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handits obligations under applicable law.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any Subject to Section 6.3(b), Section 6.3(d) and Section 6.3(e), until the Acceptance Time or, if earlier, the termination of its controlled Affiliates (other than this Agreement in accordance with ARTICLE VIII, the Company or will not, will cause its Subsidiaries) shallSubsidiaries not to, and shall not authorize or permit will use reasonable best efforts to cause its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, : (i) initiate, encourage, solicit, assistknowingly encourage (including by way of furnishing non-public information), knowingly facilitate or knowingly induce or facilitate take any other action designed to lead to, any inquiries or the makingmaking of any proposal that constitutes, or would reasonably be expected to lead to, the submission or announcement of any Acquisition Inquiry Proposal or Acquisition Proposal; (ii) engage, enter into, continue or participate in any negotiations or discussions with respect thereto or furnish or otherwise provide access to any non-public information regarding any Acquired concerning the Company and its Subsidiaries to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; , (iiiii) engage in discussions or negotiations with any Person with respect except for a confidentiality agreement contemplated pursuant to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or Section 6.3(b), enter into any agreement in principlemerger agreement, letter of intent, memorandum of understandingagreement in principle, term sheetshare purchase agreement, acquisition asset purchase agreement or share exchange agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement relating to an Acquisition Proposal (an “Acquisition Agreement”), or (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, or propose to publicly recommend, approve or adopt, any Acquisition Inquiry or Acquisition Proposal. Proposal (bany action described in this clause (iii) Upon the execution hereof, Stockholder shall immediately being referred to as a “Change of Board Recommendation”). The Company will cease and cause to be terminated all existing activitiesany solicitation, discussions discussion or negotiations negotiation with any parties (other than Parent and Person conducted prior to the date of this Agreement by the Company, its Affiliates) conducted heretofore Subsidiaries or any of its Representatives with respect to any Acquisition Inquiry Proposal and will request the return or destruction of all confidential information provided by or on behalf of the Company or its Subsidiaries to any such Person. (b) Notwithstanding anything to the contrary contained in Section 6.3(a), if at any time following the date of this Agreement and prior to the Acceptance Time, (i) the Company has received a written Acquisition Proposal that the Company Board believes in good faith is bona fide, (ii) the Company Board, after consultation with its financial advisors and outside legal counsel, determines in good faith that such Acquisition Proposal constitutes or sale would reasonably be expected to lead to or result in a Superior Proposal and (iii) such Acquisition Proposal did not result from a material breach of Shares held by Stockholderthis Section 6.3, then the Company may, subject to clauses (x) and shall refrain from engaging (y) below, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and (B) participate in any future discussions or negotiations between Stockholder regarding such Acquisition Proposal; provided, that (x) the Company will not, and will use reasonable best efforts to not allow its Representatives to, disclose any non-public information to such Person (other unless the Company has, or first enters into, a confidentiality agreement with such Person with confidentiality provisions that are not less restrictive to such Person than the provisions of the Confidentiality Agreement are to Parent and that would not prohibit compliance by the Company with the provisions of this Section 6.3 (an “Acceptable Confidentiality Agreement”) (a copy of which shall be provided to Parent promptly after its Affiliatesexecution), and (y) the Company will provide to Parent any non-public information concerning the Company or its Subsidiaries that was not previously provided or made available to Parent prior to or concurrently with respect providing or making available such non-public information to any sale of any Shares held by Stockholder (such other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Person. (c) Notwithstanding Prior to the foregoingAcceptance Time, the restrictions Company will promptly (and in this Section 5.2 shall not apply any event within forty-eight (i48) with respect to hours) notify Parent if any proposal, offer or inquiry is received by, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of any Acquisition Proposal. The Company will provide Parent promptly (and in any event within such forty-eight (48) hour period) the identity of the Person making such proposal, offer, inquiry or other contact and the material terms and conditions of any proposals or offers (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request) and thereafter shall promptly keep Parent informed of all material developments of any such proposals, offers, inquiries, or requests (and the Company shall provide Parent with copies of any additional written materials received that revise, in any material respect, such proposals or offers, inquiries, or requests). (d) Notwithstanding anything in Section 6.3 to the contrary, if (i) the Company receives a written Acquisition Proposal that the Company Board believes in good faith is bona fide, and (ii) the Company Board, after consultation with its financial advisors and outside legal counsel, concludes in good faith such Acquisition Proposal constitutes a Superior Proposal, then, subject to compliance with Section 8.5, the Company Board may at any time prior to the Acceptance Time, if it determines 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, (x) effect a Change of Board Recommendation and/or (y) (A) in the event such Acquisition Proposal did not result from a material breach of this Section 6.3 or (B) in the event such Acquisition Proposal did result from a material breach of this Section 6.3 and on the Expiration Date occurring after such breach all Offer Conditions except the Minimum Tender Condition had been satisfied or waived, terminate this Agreement and concurrent with such termination cause the Company to enter into an Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company Board may not effect a Change of Board Recommendation pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) unless the Company has provided prior written notice to Parent specifying in reasonable detail the reasons for such action (including a description of the material terms of such Acquisition Proposal and delivering to Parent a copy of the Acquisition Agreement and other relevant documents for such Superior Proposal in the form to be entered into), at least three (3) Business Days in advance of its intention to take such action with respect to such Superior Proposal, unless there are less than three (3) Business Days prior to the then scheduled Expiration Date, in which case, the Company will provide such written notice as far in advance of the then scheduled Expiration Date as practicable (the period inclusive of all such days, the “Notice Period”) (it being understood and agreed that (i) during the Notice Period the Company shall, and shall cause its financial advisors and outside legal counsel to, negotiate with Parent in good faith (to the extent Parent desires to negotiate), (ii) the Company shall take into account all changes to the terms of this Agreement irrevocably proposed by Parent in determining whether such Acquisition Proposal continues to constitute a Superior Proposal and (iii) any amendment, in any material respect, to the terms of such Superior Proposal shall require a new notice pursuant to this Section 6.3(d) and a forty-eight (48) hour extension (from the time Parent receives such notice) of the Notice Period then applicable). After delivery of such written notice pursuant to the immediately preceding sentence, the Company shall promptly keep Parent informed of all material developments affecting the material terms of any such Superior Proposal (and the Company shall provide Parent with copies of any additional written materials received that relate to such Superior Proposals). (e) Notwithstanding anything in Section 6.3(a) to the contrary, the Company Board may, at any time prior to the Acceptance Time, effect a Change of Board Recommendation in response to an Intervening Event if the Company Board 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. An “Intervening Event” means, with respect to the transfer Company, a material event or circumstance that arises or occurs after the date of Shares permitted this Agreement and was not, prior to the date of this Agreement, reasonably foreseeable by Section 2.3the Company Board; provided, however, that in no event shall the receipt, existence or (ii) with respect to terms of an Acquisition Proposal or any discussions between the Stockholder, on the one hand, and any Affiliate matter relating thereto or Representative of Stockholder on the other handconsequence thereof constitute an Intervening Event.

Acquisition Proposals. (a) Stockholder agrees that neither FCB shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it or its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its Representatives (it being understood thatany of their respective officers, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged employees, representatives or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, induce or facilitate the making, submission or announcement making of any Acquisition Inquiry or proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the FCB Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), FCB receives an Acquisition Proposal from any Person that in the good faith judgment of the FCB Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, FCB may (x) furnish information (including non-public information) with respect to FCB to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between ANB and FCB, and (y) participate in negotiations with such Person regarding such Acquisition Proposal, if the FCB Board determines in good faith, after consultation with counsel, that failure to do so would likely result in a violation of its fiduciary duties under applicable Law. (b) Except as set forth in Section 10.1(k), neither the FCB Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to ANB, the approval or recommendation by the FCB Board or such committee of the Merger or this Agreement; (ii) furnish approve or otherwise provide access recommend, or propose to approve or recommend, any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iviii) otherwise facilitate authorize or permit FCB or any effort or attempt of its Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalAgreement. (bc) Upon the execution hereofFCB agrees that it and its Subsidiaries shall, Stockholder and FCB shall direct its and its Subsidiaries’ respective officers, directors, employees, representatives and agents to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any Acquisition Inquiry Proposal. FCB agrees that it will notify ANB promptly (but no later than 24 hours) if, to FCB’s Knowledge, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with, FCB, its Subsidiaries, or their officers, directors, employees, representatives or agents. The notice shall indicate the name of the Person making such Acquisition Proposal or sale taking such action and the material terms and conditions of Shares held by Stockholderany proposals or offers, and thereafter FCB shall refrain from engaging in any future discussions or negotiations between Stockholder keep ANB informed, on a current basis, of the status and any Person (other than Parent and its Affiliates) with respect to any sale terms of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such proposals or offers and the status of any such discussions or negotiations). FCB also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From and after the date hereof, without the prior written consent of its controlled Affiliates (other than the Company or its Subsidiaries) shallChancellor, LIN shall not, and shall not authorize or permit any of its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) subsidiaries to, and shall direct and use its best efforts to cause its and its subsidiaries' Representatives not to, (i) directly or indirectly, solicit, initiate or encourage (including by way of furnishing information or assistance) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal (as defined below) or (ii) enter into or participate in any discussions or negotiations regarding any Acquisition Proposal. LIN shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any persons conducted heretofore by it or its Representatives with respect to the foregoing. LIN agrees not to release any third party from, or waive any provision of, any standstill agreement to which it is a party or any confidentiality agreement between it and another person who has made, or who may reasonably be considered likely to make, an Acquisition Proposal. LIN agrees that it will notify Chancellor orally and in writing, of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal). (b) Neither the Board of Directors of LIN nor any committee thereof shall (i) initiatewithdraw or modify, encourageor propose to withdraw or modify, solicitin a manner adverse to Chancellor, assistthe approval or recommendation by such Board of Directors or committee thereof of this Agreement or the Merger, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish approve or otherwise provide access recommend, or propose to any information regarding any Acquired Company to any Person in connection with approve or in response to recommend, any Acquisition Inquiry Proposal or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect cause LIN to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating agreement related to any Acquisition Inquiry or Acquisition Proposal. (bc) Upon the execution hereofFor purposes of this Agreement, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions an "Acquisition Proposal" means any proposal or negotiations with offer from any parties person (other than Parent and Chancellor or any of its Affiliatessubsidiaries) conducted heretofore with respect for a tender or exchange offer, merger, consolidation, other business combination, recapitalization, liquidation, dissolution or similar transaction involving LIN or any LIN Significant Subsidiary, or any proposal to acquire in any Acquisition Inquiry manner a substantial equity interest in, or an substantial portion of the assets of, LIN or a LIN Significant Subsidiary; provided that an Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply include any direct or indirect acquisition or disposition of television broadcast stations (ior the assets thereof) with respect to any discussions or negotiations with respect to disclosed in the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handLIN Disclosure Letter.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in In his, her or its capacity as a stockholder shareholder of the Company Xenith, and not in his or her capacity as an officera director, director officer or employee of the CompanyXenith, as applicable, Shareholder agrees that Shareholder will not, and will cause its officers and directors, and will instruct and use reasonable best efforts to cause its representatives and partners (if an entity) not to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce knowingly encourage or knowingly facilitate the making, submission inquiries or announcement of any Acquisition Inquiry or proposals with respect to an Acquisition Proposal; , (ii) furnish engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide any confidential or nonpublic information or data to, have or participate in any discussions with or otherwise provide access to cooperate in any information regarding way with, any Acquired Company to any Person person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; Proposal or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principleterm sheet, letter of intent, memorandum of understanding, term sheetagreement in principle, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement (other than a confidentiality agreement referred to and entered into in accordance with Section 5.5(b) of the Merger Agreement) relating to any Acquisition Inquiry or Acquisition Proposal. , in each case, except to the extent that Xenith is permitted to take such action pursuant to the Merger Agreement. Shareholder will and will cause its officers, directors, and will use Shareholder's reasonable best efforts to cause its representatives and partners (bif an entity) Upon the execution hereofto, Stockholder shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (person other than Parent and its Affiliates) conducted heretofore Union with respect to any Acquisition Inquiry or Proposal of Xenith. Shareholder will promptly (within twenty-four (24) hours) advise Union following Shareholder's receipt of any Acquisition Proposal or sale of Shares held by Stockholderany inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of the Acquisition Proposal), and will keep Union apprised of any related material developments, discussions and negotiations on a reasonably current basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal, in each case to the extent Xenith has not previously notified Union. All references herein to an Acquisition Proposal shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) refer to an Acquisition Proposal with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Xenith. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than Subject to Section 6.3(b), the Company or its Subsidiaries) shallshall not, and shall cause its Subsidiaries and Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, from the date hereof until the Purchase Time: (i) initiate, encourage, solicit, assist, induce solicit or facilitate knowingly encourage (including by way of providing non-public information) the making, submission or announcement of any Acquisition Inquiry Proposal or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or knowingly facilitate any Person with respect to any Acquisition Inquiry or such Acquisition Proposal; , (ii) approve or (iv) otherwise facilitate any effort recommend, or attempt publicly propose to make approve or implement recommend, an Acquisition Inquiry Proposal or, except for a confidentiality agreement contemplated pursuant to Section 6.3(b), 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 relating to an Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement in principle requiring the Company (whether or Contract relating not subject to conditions) to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the Company Board Recommendation (a “Change of Board Recommendation”), or (iv) resolve, publicly propose or agree to do any Acquisition Inquiry of the actions described in clause (i), (ii) or Acquisition Proposal. (biii) Upon the execution hereof, Stockholder of this sentence. The Company shall immediately cease and cause to be terminated all existing activitiesany solicitation, discussions encouragement, discussion or negotiations negotiation with any parties (other than Parent and its Affiliates) Persons conducted heretofore by the Company, its Subsidiaries or any of its Representatives with respect to any Acquisition Inquiry Proposal and shall reasonably promptly request (or, to the extent the Company is contractually permitted to do so, require) the return or destruction of all confidential information provided by or on behalf of the Company or any of its Subsidiaries to any such Person. (b) Notwithstanding anything to the contrary contained in Section 6.3(a), if at any time following the date of this Agreement and prior to the Purchase Time, (i) the Company has received a written Acquisition Proposal or sale from a third party that is not in violation of Shares held such third party’s contractual obligations to the Company and that the Company Board believes in good faith is bona fide, (ii) an intentional breach by Stockholderthe Company of this Section 6.3 has not contributed to the making of such Acquisition Proposal, and shall refrain from engaging (iii) the Company Board determines in any future good faith that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, then the Company may, subject to clauses (x) and (y) below, (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 will not, and will not allow its Representatives to, disclose any non-public information to such Person unless the Company has, or first enters into, a confidentiality agreement with such Person no less favorable to the Company than the confidentiality agreement, dated as of February 6, 2006, as amended, by and between Stockholder the Company and Parent, and (y) the Company will, as promptly as reasonably practicable, provide to Parent any non-public information concerning the Company or its Subsidiaries provided or made available to such other Person (other than Parent and its Affiliates) with respect which was not previously provided or made available to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Parent. (c) Notwithstanding From and after the foregoingdate hereof and prior to the Purchase Time, the restrictions Company shall promptly (and in this Section 5.2 shall not apply any event within twenty-four (24) hours) notify Parent in the event that the Company or any of its Subsidiaries or Representatives receives (i) with respect any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal, (ii) any request for non-public information relating to the Company or any of its Subsidiaries that, to the knowledge of the Company, are related to any actual or potential Acquisition Proposal or (iii) any inquiry or request for discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to regarding any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.Acquisition

Acquisition Proposals. (a) Stockholder agrees that neither Seller shall keep Buyer reasonably informed regarding any Acquisition Proposal received by or any information related to an Acquisition Proposal requested from it nor or any of its controlled Affiliates (other than Representatives, including regarding the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative identity of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in hismaking the Acquisition Proposal, her or its capacity as a stockholder of the Company terms and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement conditions of any such Acquisition Inquiry Proposal or Acquisition Proposal; (ii) furnish or otherwise provide access to any request for information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or and the status of negotiations with any Person with respect to any Acquisition Inquiry or such Acquisition Proposal; or (iv) otherwise facilitate , in each case, material to the consummation of the Transactions, and in any effort or attempt event Seller shall provide written notice to make or implement an Acquisition Inquiry or Buyer of the initial receipt of any written Acquisition Proposal or enter into any agreement in principle, letter within 48 hours of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalsuch event. (b) Upon the execution hereof, Stockholder Seller shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to only enter into any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations).if: (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) the definitive agreements providing for such Acquisition Proposal do not prohibit the consummation of the Transactions in accordance with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3terms and conditions set forth in this Agreement, or and (ii) in the event that the Closing Date occurs, or is reasonably expected to occur, after the consummation of such Acquisition Proposal, Buyer and Seller jointly select a third party escrow agent (the “Seller Change of Control Escrow Agent”) and, prior to completion of the Acquisition Proposal, jointly agree an escrow agreement (the “Seller Change of Control Escrow Agreement”) that contemplates the Share Consideration (which, in accordance with respect its terms, shall be converted to any discussions between the StockholderBuyer Ordinary Shares) to be delivered by Buyer, on behalf of Seller, to the Seller Change of Control Escrow Agent within one hand(1) Business Day of the Closing Date in satisfaction of its obligations under Section 3.02(c) to be held on a non-voting basis for the benefit of the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal (excluding such Person making the Acquisition Proposal), and, upon the registration and any Affiliate or Representative listing of Stockholder on the other handBuyer Ordinary Shares pursuant to Section 5.06, to be distributed to the stockholders of Seller existing immediately prior to consummation of the Acquisition Proposal.

Acquisition Proposals. (a) From and after the date hereof until the Termination Date, except as expressly contemplated pursuant to this Agreement, each Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallshall not, and shall cause its directors and officers not authorize or permit to, and will instruct and use reasonable best efforts to cause each of its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) solicit, initiate, encourage, solicit, assist, propose or knowingly induce or facilitate the making, submission or announcement of of, or knowingly encourage, facilitate or assist, any Acquisition Inquiry proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with (other than Parent, Merger Sub or in response any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries or afford to any Acquisition Inquiry Person access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any such case with the intent to reasonably be expected to induce the making, submission or announcement of, or to knowingly encourage or knowingly facilitate, an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to any an Acquisition Inquiry Proposal, in each case, other than informing such Persons of the existence of the provisions contained in this Section 4.1 and contacting the Person making the Acquisition Proposal solely in order to clarify the terms or conditions of the Acquisition Proposal in connection with determining whether the Acquisition Proposal constitutes a Superior Proposal; (iv) approve, endorse or recommend an Acquisition Proposal; or (ivv) enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, each Stockholder may, directly or indirectly through one or more of its Representatives participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries to, or afford access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or such Person’s Representatives that has made, renewed or delivered to the Company an Acquisition Proposal after the date of this Agreement, contact such Person to clarify the terms or conditions thereof and otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or such Acquisition Proposal or enter into any agreement assist such Person (and such Person’s Representatives and financing sources) with such Acquisition Proposal if requested by such Person, in principleeach case, letter with respect to an Acquisition Proposal that the Company Board (acting under the direction of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement the Special Committee) has determined in good faith (after consultation with its financial advisors and outside legal counsel) either constitutes a Superior Proposal or other similar document or Contract relating is reasonably expected to any Acquisition Inquiry or Acquisition lead to a Superior Proposal. (b) Upon From and after the execution hereofdate hereof until the Termination Date, each Stockholder (solely in its capacity as a Company Stockholder) shall immediately cease and cause to be terminated all existing activitiesas promptly as reasonably practicable (and, discussions or negotiations with in any parties event, within forty-eight (other than 48) hours) notify Parent and its Affiliates) conducted heretofore with respect to if any Acquisition Inquiry Proposal is received by such Stockholder or any of its Representatives, but only to the extent the Company has not already provided such notice to Parent. Such notice must include (i) the identity of the Person or Group making such Acquisition Proposal; and (ii) a summary of the material terms and conditions of any such Acquisition Proposal. Thereafter, each Stockholder must keep Parent reasonably informed, on a prompt basis, of the status and material terms of any such Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale the status of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such related material discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSeller shall not, and shall cause its Subsidiaries and its and its Subsidiaries' officers, directors, agents, advisors and affiliates not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly solicit or indirectlyencourage inquiries or proposals with respect to, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in any negotiations concerning, or provide any confidential information to, or have any discussions or negotiations with with, any Person with respect to person relating to, any Acquisition Inquiry or Acquisition Takeover Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder . Seller shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties (other than Parent and its Affiliates) conducted heretofore Acquirer with respect to any Acquisition Inquiry or Acquisition of the foregoing. Seller shall promptly (within 24 hours) advise Acquirer following the receipt by Seller of any Takeover Proposal or sale and the substance thereof (including the identity of Shares held by Stockholderthe person making such Takeover Proposal), and shall refrain from engaging in advise the Acquirer of any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) developments with respect to any sale such Takeover Proposal immediately upon the occurrence thereof. Notwithstanding the first sentence of any Shares held by Stockholder (other than this Section 6.06(a), in the event that, prior to state the date of the Seller Meeting, the Seller Board determines in good faith and in conformity with the written advice of outside counsel, after Seller has received an unsolicited Takeover Proposal that Stockholder is currently not permitted a Superior Proposal, that the failure to engage do so would result in such a breach of Seller Board's fiduciary duties to Seller's shareholders, Seller may, in response to an unsolicited request therefor, furnish information with respect to the Seller to, and enter into discussions or negotiations)with, the party making the Superior Proposal pursuant to a customary confidentiality agreement. (cb) Except as expressly permitted by this Section 6.06(b), the Seller Board may not (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Acquirer, the approval or recommendation by the Seller Board of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, or (iii) cause or authorize Seller to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Takeover Proposal. Notwithstanding the foregoing, in the restrictions event that prior to the date of the Seller Meeting, the Seller Board determines in good faith, after the Seller has received a Superior Proposal and in conformity with the written advice of outside counsel, that failure to do so would result in a breach of its fiduciary duties to the Seller's shareholders under applicable law, the Seller Board may upon not less than three business days notice to Acquirer of Seller Board's intention to do so withdraw or modify or propose publicly to withdraw or modify its approval or recommendation of the Merger or this Section 5.2 Agreement. Such withdrawal or modification shall not apply (i) with respect affect the Seller's obligation to any discussions or negotiations with respect to convene the transfer of Shares permitted Seller Meeting as required by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand6.02.

Acquisition Proposals. 5.1 Until the Expiration Time, (a) each Stockholder agrees that neither it nor any of its controlled Affiliates (other than solely in the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) shall not, and shall direct its Affiliates and their respective Representatives not to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or knowingly take any action to facilitate or encourage the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) enter into or participate in any discussions or negotiations with, furnish or otherwise provide access to any information regarding relating to the Company or any Acquired Company of its Subsidiaries to, otherwise cooperate in any way with, or assist, participate in, knowingly facilitate or knowingly encourage any effort by, any Third Party that is seeking to any Person in connection with make, or in response to any Acquisition Inquiry or has made, an Acquisition Proposal; , (iii) engage in discussions encourage or negotiations with recommend any Person with respect other holder of Company Stock to not adopt the Merger Agreement or approve the transactions contemplated by the Merger Agreement, including the Merger, or make any Acquisition Inquiry public statement approving or recommending an Acquisition Proposal; or , (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, merger agreement, purchase agreement, acquisition agreement, option agreement, joint venture voting agreement, partnership agreement, merger support agreement or other similar document or Contract relating to agreement in connection with any Acquisition Inquiry Proposal or Acquisition Proposal. (v) agree to do any of the foregoing and (b) Upon each Stockholder (solely in the execution hereofcapacity as a stockholder of the Company) shall, Stockholder and shall direct its Affiliates and their respective Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any parties (other than Parent Third Party and its Affiliates) Representatives conducted heretofore prior to the date hereof with respect to any Acquisition Inquiry Proposal. 5.2 Until the Expiration Time, each Stockholder (solely in the capacity as a stockholder of the Company) agrees to notify Buyer promptly (and in any event within twelve (12) hours) after receipt of any Acquisition Proposal, any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to an Acquisition Proposal or sale any inquiry or request for nonpublic information relating to the Company and its Subsidiaries by any Person who has made or would reasonably be expected to make an Acquisition Proposal. Such notice shall (A) indicate the identity of Shares held by Stockholderthe Person who has made or could reasonably be expected to make an Acquisition Proposal and (B) include a copy of any relevant written documents or agreements delivered to such Stockholder or its Representatives in connection with such inquiry, proposal or offer (or, if not delivered in writing, a summary of the material terms and conditions of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request). Thereafter, such Stockholder shall keep Buyer reasonably informed, on a prompt basis (and in any event within one (1) Business Day), regarding any material changes to the status and material terms of any such inquiry, proposal or offer (and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) provide Buyer with respect to any sale a copy of any Shares held by Stockholder relevant written documents or agreements delivered to the Company or its Representatives that contain any material amendments thereto or any material change to the scope or material terms or conditions thereof (other than to state that Stockholder is currently or, if not permitted to engage delivered in writing, a summary of any such discussions material amendments or negotiationsmaterial changes)). (c) 5.3 Notwithstanding the foregoing, if the restrictions in this Company is permitted, pursuant to Section 5.2 shall not apply (i) with respect 6.03 of the Merger Agreement, to any have discussions or negotiations with respect to an Acquisition Proposal, each Stockholder and its Representatives shall be permitted to participate in such discussions or negotiations with the transfer Person or group making such Acquisition Proposal to the same extent as the Company is permitted to do so under Section 6.03 of Shares permitted the Merger Agreement, subject to compliance by such Stockholder with Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand5.2 above.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of TRBI will not, and will cause its controlled Affiliates (other than the Company or Subsidiaries and its and its Subsidiaries) shall’ officers, directors, agents, advisors and shall affiliates not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assistencourage or knowingly facilitate inquiries or proposals with respect to, induce or facilitate the makingengage in any negotiations concerning, submission or announcement of provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to, any Acquisition Inquiry or Proposal, provided that, in the event TRBI receives an unsolicited bona fide Acquisition Proposal; , including from an Other Person (iias defined below) after the execution of this Agreement, and the TRBI Board concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal, TRBI may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or otherwise provide access cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the TRBI Board concludes in good faith (and based on the advice of counsel) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law; provided further, that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, it shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement (without regard to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall modification thereof pursuant hereto). TRBI will immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (persons other than Parent and its AffiliatesBBVA (“Other Persons”) conducted heretofore with respect to any Acquisition Inquiry Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. TRBI will promptly (within 24 hours) advise BBVA following receipt of any Acquisition Proposal or sale and the substance thereof (including the identity of Shares held by Stockholderthe person making such Acquisition Proposal), and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale will keep BBVA apprised of any Shares held by Stockholder related developments, discussions and negotiations (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)including the terms and conditions of the Acquisition Proposal) on a current basis. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder The Seller agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallwill not, and shall not authorize or permit its Representatives (that it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of will cause the Company and each of their affiliates and Applicable Representatives not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) initiate, encourage, solicit, assist, induce knowingly encourage or knowingly facilitate the making, submission inquiries or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person proposals with respect to any Acquisition Inquiry Proposal, (ii) engage or participate in any negotiations with any Person concerning any Acquisition Proposal; or , (iviii) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry Proposal, (iv) approve or recommend any Acquisition Proposal or (v) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any Person relating to any Acquisition Proposal. (b) Upon . The Seller agrees to, and to cause the execution hereofCompany and each of their affiliates and Applicable Representatives to, Stockholder shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (Person other than Parent and its Affiliates) conducted heretofore Buyer with respect to any Acquisition Inquiry Proposal. The Seller will promptly (within twenty-four (24) hours) notify Buyer following receipt by the Seller, the Company or any of their affiliates or Applicable Representatives of any Acquisition Proposal or sale of Shares held any request for nonpublic information relating to the Company or any Company Subsidiaries by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding informs the foregoingSeller, the restrictions in this Section 5.2 shall not apply (i) with respect Company or any of their affiliates or Applicable Representatives that such Person is considering making, or has made, an Acquisition Proposal, or any inquiry from any Person seeking to any have discussions or negotiations with respect the Seller, the Company or any of their affiliates or Applicable Representatives relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing and shall indicate the transfer identity of Shares permitted the Person making the Acquisition Proposal, inquiry or request and the material terms and conditions thereof. The Seller shall be bound by its obligations described in the first sentence of this Section 2.37.6 with regard to any such proposals, offers, discussions or negotiations and shall promptly inform Buyer of any amendments to or revisions of the material terms of such Acquisition Proposal. The Seller shall, and shall cause the Company and their affiliates and Applicable Representatives to, use their reasonable efforts to enforce any existing confidentiality or standstill agreements to which the Seller, the Company or any of their affiliates and Applicable Representatives is a party in accordance with the terms thereof. As used in this Agreement, “Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of the Company and Company Subsidiaries or any equity or voting securities of the Company or Company Subsidiaries, as applicable or (ii) with a merger, consolidation, share exchange or other business combination involving the Company or Company Subsidiaries. With respect to any the Persons with whom discussions between or negotiations have been terminated, the Stockholder, on the one handSeller shall, and shall cause the Company and their affiliates and Applicable Representatives to, (x) use their reasonable best efforts to obtain the return or destruction of, in accordance with the terms of an applicable confidentiality agreement, any Affiliate confidential information previously furnished to any such Person or Representative any of Stockholder on the other handits affiliates or representatives and (y) promptly terminate all physical and electronic data room access previously granted to any such Persons.

Acquisition Proposals. (a) Stockholder agrees Except as expressly provided in this Article 5 or to the extent that neither it nor any the Purchaser, in its sole and absolute discretion, has otherwise consented to in writing (which consent may be withheld, conditioned or delayed in the Purchaser's sole and absolute discretion), until the earlier of its controlled Affiliates (other than the Company Effective Time or its Subsidiaries) shallthe date, and shall not authorize or permit its Representatives (it being understood thatif any, for purposes hereofon which this Agreement is terminated pursuant to Section 6.1, a Representative of the Company shall not constitute a Representative and shall cause its subsidiaries and their respective Representatives to not, directly or indirectly through any other person: (i) make, initiate, solicit, promote, entertain or knowingly encourage (including by way of a Stockholder unless such Stockholder shall have separately engaged furnishing or directed such Person in hisaffording access to information or any site visit or entering into any form of agreement, her arrangement or its capacity as a stockholder of the Company and not as understanding (other than an officerAcceptable Confidentiality Agreement)), director or employee of the Company) toknowingly take any other action that facilitates, directly or indirectly, any inquiry or the making of any inquiry, proposal or offer with respect to an Acquisition Proposal or that reasonably could be expected to constitute or lead to an Acquisition Proposal; (ii) participate, directly or indirectly, in any discussions or negotiations with, furnish confidential information to, or otherwise co-operate in any way with, any person (other than the Purchaser and its subsidiaries) regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to constitute or lead to an Acquisition Proposal; (iii) make or propose publicly to make a Company Change of Recommendation; (iv) agree to, approve, accept, recommend, enter into, or propose publicly to agree to, approve, accept, recommend or enter into, any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement); or (v) make any public announcement or take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the approval or recommendation of the Company Board of the transactions contemplated hereby. (b) The Company shall, and shall cause its subsidiaries and their respective Representatives to, immediately cease and terminate any solicitation, encouragement, discussion, negotiation or other activities with any person (other than the Purchaser, its subsidiaries and their respective Representatives) conducted prior to the date hereof by the Company or any of its Representatives or its subsidiaries and their Representatives with respect to any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to constitute or lead to an Acquisition Proposal and, in connection with such termination, the Company will immediately discontinue access to and disclosure of any and all information including its confidential information, and access to any data room, virtual or otherwise, to any person (other than access by the Purchaser and its Representatives) and will as soon as possible, and in any event within two (2) Business Days after the date hereof, request, and use its commercially reasonable efforts to 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 regarding the Company or its subsidiaries previously provided in connection therewith to any person (other than the Purchaser and its Representatives) to the extent such confidential information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled. (c) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Company receives a bona fide written Acquisition Proposal from any person after the date hereof and prior to the approval of the Arrangement Resolution by Company Shareholders that did not result from a breach of this Section 5.1, and subject to the Company's compliance with Section 5.1(d), the Company and its Representatives may (i) initiatefurnish or provide access to or disclosure of information with respect to it to such person pursuant to an Acceptable Confidentiality Agreement, encourageif and only if (A) the Company provides a copy of such Acceptable Confidentiality Agreement to the Purchaser promptly upon its execution, solicitand (B) the Company contemporaneously provides to the Purchaser any non-public information concerning the Company that is provided to such person which was not previously provided to the Purchaser or its Representatives, assistand (ii) engage in or participate in any discussions or negotiations regarding such Acquisition Proposal; provided, induce however, that, prior to taking any action described in clauses (i) or facilitate (ii) above, the makingCompany Board determines in good faith, submission or announcement after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal, if consummated in accordance with its terms would reasonably be expected to constitute a Superior Proposal. (d) The Company shall promptly (and, in any event, within 24 hours of receipt by the Company) notify the Purchaser, at first orally and thereafter in writing, of any Acquisition Inquiry Proposal (whether or not in writing) received by the Company, any inquiry received by the Company that could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request received by the Company for non-public information relating to the Company in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any person that informs the Company that it is considering making an Acquisition Proposal, including a copy of any written Acquisition Proposal, a description of the material terms and conditions of such inquiry or request and the identity of the person making such Acquisition Proposal, inquiry or request, and promptly provide to the Purchaser such other information concerning such Acquisition Proposal, inquiry or request as the Purchaser may reasonably request, including all material or substantive correspondence relating to such Acquisition Proposal. Thereafter, the Company will keep the Purchaser promptly and fully informed of the status, developments and details of any such Acquisition Proposal, inquiry or request, including any material changes, modifications or other amendments thereto. (e) Except as expressly permitted by this Section 5.1, neither the Company Board, nor any committee thereof shall: (i) make a Company Change of Recommendation; (ii) furnish accept, approve, endorse or otherwise provide access recommend or publicly propose to accept, approve, endorse or recommend any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage permit the Company to accept or enter into, or publicly propose to enter into (or permit any such actions in discussions the case of the Company Board or negotiations with any Person committee thereof), any letter of intent, memorandum of understanding or other Contract, agreement in principle, acquisition agreement, merger agreement or similar agreement or understanding (an "Acquisition Agreement") with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt permit the Company to make or implement an Acquisition Inquiry or Acquisition Proposal accept or enter into any agreement in principleContract requiring the Company to abandon, letter terminate or fail to consummate the Arrangement or providing for the payment of intentany break, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement termination or other similar document fees or Contract expenses to any person proposing an Acquisition Proposal in the event that the Company completes the transactions contemplated hereby or any other transaction with the Purchaser or any of its affiliates. (f) Notwithstanding anything to the contrary contained in Section 5.1(e), in the event the Company receives a bona fide Acquisition Proposal from any person after the date hereof and prior to the Company Meeting that the Company Board has determined is a Superior Proposal, then the Company Board may, prior to the Company Meeting, make a Company Change of Recommendation or enter into an Acquisition Agreement with respect to such Superior Proposal, but only if: (i) the Company has been, and continues to be, in compliance with the terms of this Section 5.1(f) in all material respects; (ii) the Company has given written notice to the Purchaser that it has received such Superior Proposal and that the Company Board has determined that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) the Company Board intends to make a Company Change of Recommendation and/or enter into an Acquisition Agreement with respect to such Superior Proposal, in each case promptly following the making of such determination, together with a summary of the material terms of any proposed Acquisition Agreement or other agreement relating to such Superior Proposal (together with a copy of such agreement and any ancillary agreements and supporting materials) to be executed with the person making such Superior Proposal, and, if applicable, a written notice from the Company Board regarding the value or range of values in financial terms that the Company Board has, in consultation with financial advisors, determined should be ascribed to any non-cash consideration offered in the Superior Proposal; (iii) a period of five (5) full Business Days (the "Superior Proposal Notice Period") shall have elapsed from the later of the date the Purchaser received the notice and documents from the Company referred to in Section 5.1(f)(ii) and, if applicable, the notice from the Company Board with respect to any non-cash consideration as contemplated in Section 5.1(f)(ii), and the date on which the Purchaser received the summary of material terms and copies of agreements and supporting materials set out in Section 5.1(f)(ii); (iv) if the Purchaser has proposed to amend the terms of the Arrangement in accordance with Section 5.1(g), the Company Board shall have determined in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Inquiry Proposal remains a Superior Proposal compared to the Arrangement as proposed to be amended by the Purchaser; (v) in the event the Company intends to enter into an Acquisition Agreement, the Company concurrently terminates this Agreement pursuant to Section 6.1(d)(i) [Superior Proposal]; and (vi) the Company has previously, or concurrently will have, paid to the Purchaser the Termination Fee pursuant to Section 5.2. (g) The Company acknowledges and agrees that during the Superior Proposal Notice Period or such longer period as the Company may approve for such purpose, in its sole discretion, the Purchaser shall have the right, but not the obligation, to propose to amend the terms of this Agreement and the Arrangement in accordance with this Section 5.1(g). The Company Board will review in good faith any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Acquisition Proposal that previously constituted a Superior Proposal ceasing to be a Superior Proposal. The Company agrees that, subject to the Company's disclosure obligations under applicable Securities Laws, the fact of the making of, and each of the terms of, any such proposed amendments shall be kept strictly confidential and shall not be disclosed to any person (including without limitation, the person having made the Superior Proposal), other than the Company's Representatives, without the Purchaser's prior written consent. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of the amendments proposed by the Purchaser, the Company will forthwith so advise the Purchaser and the Parties will amend the terms of this Agreement and the Arrangement to reflect such offer made by the Purchaser, and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Company Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal remains a Superior Proposal and therefore rejects the Purchaser's offer to amend this Agreement and the Arrangement, if any, the Company may, subject to compliance with the other provisions hereof, make a Company Change of Recommendation and/or enter into an Acquisition Agreement with respect to such Superior Proposal. (bh) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to Each successive modification of any Acquisition Inquiry or Proposal shall constitute a new Acquisition Proposal or sale for the purposes of Shares held by Stockholder, Section 5.1(f) and shall refrain require a new five (5) full Business Day Superior Proposal Notice Period from engaging the date described in any future discussions or negotiations between Stockholder and any Person (other than Parent and its AffiliatesSection 5.1(f)(iii) with respect to any sale such new Acquisition Proposal. In circumstances where the Company provides the Purchaser with notice of any Shares held a Superior Proposal and all documentation contemplated by Stockholder Section 5.1(f)(ii) on a date that is less than ten (other 10) Business Days prior to the Company Meeting, the Company may, and upon the request of the Purchaser, the Company shall adjourn or postpone the Company Meeting in accordance with the terms of this Agreement to a date that is not more than ten (10) days after the scheduled date of such Company Meeting, provided, however, that the Company Meeting shall not be adjourned or postponed to state that Stockholder is currently not permitted a date later than the tenth (10th) Business Day prior to engage in such discussions or negotiations)the Outside Date. (ci) Notwithstanding The Company Board shall reaffirm the foregoing, the restrictions in this Section 5.2 shall not apply Company Board Recommendation by news release promptly after: (i) with respect to the Company Board has determined that any discussions Acquisition Proposal is not a Superior Proposal if the Acquisition Proposal has been publicly announced or negotiations with respect to the transfer of Shares permitted by Section 2.3, made; or (ii) with respect the Company Board makes the determination referred to in Section 5.1(g) that an Acquisition Proposal that has been publicly announced or made and which previously constituted a Superior Proposal has ceased to be a Superior Proposal, and the Parties have so amended the terms of this Agreement and the Arrangement. The Purchaser and its outside legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall give reasonable consideration to all amendments to such press release requested by the Purchaser and its outside legal counsel. Such news release shall state that the Company Board has determined that such Acquisition Proposal is not a Superior Proposal. (j) The Company will not become a party to any discussions between Contract with any person subsequent to the Stockholderdate hereof that limits or prohibits the Company from: (i) providing or making available to the Purchaser and its affiliates and Representatives any information provided or made available to such person or its officers, directors, employees, consultants, advisors, agents or other representatives (including solicitors, accountants, investment bankers and financial advisors) pursuant to an Acceptable Confidentiality Agreement described in this Section 5.1; or (ii) providing the Purchaser and its affiliates and Representatives with any other information required to be given to it by the Company under this Section 5.1. (k) Notwithstanding the foregoing or any other provisions of this Agreement, the Company Board has the right to respond, within the time and in the manner required by NI 62-104 and similar provisions under Securities Laws relating to the provision of a directors' circular in respect of an Acquisition Proposal or otherwise as required or permitted by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, provided that (i) in the good faith judgement of the Company Board, after consultation with outside legal counsel, failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law, (ii) the Company provides the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the one handform and content of any such disclosure, including, but not limited to, the directors' circular or otherwise, and (iii) the Company considers all reasonable amendments to such disclosure as requested by the Purchaser and its outside legal counsel, acting reasonably. Further, nothing in this Agreement shall in any Affiliate or Representative event prevent the Company Board from making any disclosure to the Company Shareholders if the Company Board, acting in good faith and upon the advice of Stockholder on the other hand.its outside legal and financial advisors, shall have fi

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its controlled Affiliates (other than the Company or its Subsidiaries) shallterms, except as permitted by this Agreement, Twin Oaks shall not, and shall not authorize or permit any of its Representatives (officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiatesolicit, initiate or encourage, solicitor take any other action to facilitate, assistany inquiries, induce discussions or facilitate the making, submission or announcement making of any Acquisition Inquiry proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal; , (ii) furnish any information or otherwise provide access data regarding Twin Oaks to any information regarding any Acquired Company to any Person person in connection with or in response to any an Acquisition Inquiry Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal; , (iii) engage participate in any discussions or negotiations negotiations, or otherwise communicate in any way with any Person with respect to any Acquisition Inquiry or person (other than Ottawa), regarding an Acquisition Proposal; or (iv) otherwise facilitate approve, endorse or recommend any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or (v) enter into or consummate any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreementarrangement or understanding requiring it to abandon, joint venture agreementterminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, partnership agreementit is understood that any violation of the restrictions set forth in the preceding sentence by any officer, merger agreement director or employee of Twin Oaks or any investment banker, financial advisor, attorney, accountant or other similar document representative retained by Twin Oaks shall be deemed to be a breach of this Section 5.1 by Twin Oaks. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by Twin Oaks’ members at a meeting of the members of Twin Oaks, this Section 5.1(a) shall not prohibit Twin Oaks from furnishing nonpublic information regarding Twin Oaks to, or Contract relating entering into discussions with, any person in response to an Acquisition Proposal that is submitted to Twin Oaks by such person (and not withdrawn) if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, (2) Twin Oaks has not breached any Acquisition Inquiry of the covenants set forth in this Section 5.1, (3) Twin Oaks’ Board of Directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel, that such action is required in order for the Board of Directors to comply with its fiduciary obligations under applicable law, and (4) at least three (3) Business Days prior to furnishing any non-public information to, or Acquisition Proposalentering into discussions with, such person, Twin Oaks gives Ottawa written notice of the identity of such person and of Twin Oaks’ intention to furnish non-public information to, or enter into discussions with, such person and Twin Oaks receives from such person an executed confidentiality agreement on terms no more favorable to such person than the confidentiality agreement between Ottawa and Twin Oaks. (b) Upon Twin Oaks will notify Ottawa Savings Bancorp immediately orally (within three (3) Business Days) and in writing (within five (5) Business Days) of receipt of any Acquisition Proposal, any request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, or any inquiry with respect to or that could reasonably be expected to lead to an Acquisition Proposal, including, in each case, the execution hereofidentity of the person making such Acquisition Proposal, Stockholder request or inquiry and the terms and conditions thereof, and shall provide to Ottawa Savings Bancorp any written materials received by Twin Oaks in connection therewith. Twin Oaks will keep Ottawa Savings Bancorp informed of any developments with respect to any such Acquisition Proposal, request or inquiry immediately upon the occurrence thereof. (c) Twin Oaks will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore prior to the date of this Agreement with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 . Twin Oaks shall not apply (i) with respect to release any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3third party from, or (ii) with respect waive any provisions of, any confidentiality agreements or standstill agreement to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handwhich it is a party.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than From and after the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative execution of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder Merger Agreement until the earlier to occur of the Company and not as an officer, director or employee termination of the Company) toMerger Agreement and the Effective Time, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access Silicon Image and its subsidiaries are required to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any parties persons conducted with respect to any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, as defined below. Silicon Image and its subsidiaries shall not, and shall cause each of their respective directors, officers or other employees, controlled affiliates, and will direct or any investment banker, attorney or other advisors or representatives retained by any of them to not to (and shall not authorize any of them to), directly or indirectly: • solicit, initiate, knowingly encourage, knowingly assist, knowingly facilitate or knowingly induce the making, submission or announcement of, any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction, as defined below; • participate or engage in discussions or negotiations with any person (other than Parent and or Purchaser) regarding any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; Table of Contents • furnish any non-public information relating to Silicon Image or any of its Affiliatessubsidiaries, or afford access to the business, properties, assets, books or records of Silicon Image or any of its subsidiaries to, or take any other action intended to knowingly encourage, or assist or facilitate, any person (other than Parent or Purchaser) conducted heretofore with respect that, to Silicon Image’s knowledge, is seeking to make or, in the 12 months prior to the date of the Merger Agreement has made, any proposal or transaction that constitutes or could reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction; • enter into any letter of intent, memorandum of understanding, definitive agreement or similar document or contract or commitment contemplating or otherwise relating to any Acquisition Inquiry Proposal or Acquisition Proposal Transaction (other than a nondisclosure agreement meeting certain requirements specified in the Merger Agreement); • approve, endorse or sale recommend any Acquisition Proposal; • except to the extent specifically permitted under the Merger Agreement to allow a party to make a confidential Acquisition Proposal, terminate, amend, waive or fail to enforce any rights under any standstill or other similar agreement between Silicon Image or any of Shares held by Stockholderits subsidiaries and any person (other than Parent); or • waive the applicability of all or any portion of Section 203 of the DGCL, and shall refrain from engaging the Delaware anti-takeover statute, in any future discussions or negotiations between Stockholder and respect of any Person (other than Parent and its Affiliatesaffiliates) in relation to any Acquisition Proposal or Acquisition Transaction. However, prior to the Acceptance Time, the Silicon Image Board may: • engage or participate in discussions or negotiations with any person that has made and not withdrawn a bona fide, written Acquisition Proposal that the Silicon Image Board concludes in good faith (after consultation with its financial advisor of nationally recognized standing and its outside legal counsel) constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); and • furnish to such person non-public information relating to Silicon Image and its subsidiaries pursuant to a nondisclosure agreement the terms of which are no less favorable to Silicon Image than those contained in the Confidentiality Agreement (as defined in Section 11—“The Merger Agreement; Other Agreements—Confidentiality Agreement”) which shall not include any provisions that would prevent or restrict Silicon Image or its representatives from providing any information to Parent to which Parent is entitled under the Merger Agreement (and Silicon Image shall be permitted to negotiate and enter into such a nondisclosure agreement) unless Silicon Image shall, prior to December 21, 2014, already be a party to such an agreement with such third party and shall not include any provision calling for any exclusive right to negotiate with such third party; provided, however, in order to take any action described in the two bullets above, , (i) neither Silicon Image nor any of its subsidiaries can have breached or violated in any material respect its obligations described in this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals,” (ii) the Silicon Image Board must have determined in good faith (after consultation with outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties to Silicon Image’s stockholders under Delaware law, (iii) Silicon Image must give Parent prior written notice of the Acquisition Proposal, and of Silicon Image’s intention to take such actions and (iv) contemporaneously with furnishing any non-public information to such person, Silicon Image shall also furnish such non-public information to Parent to the extent not been previously furnished to Parent. Silicon Image shall promptly advise Parent in writing of any bona fide Acquisition Proposal, any request for information that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Transaction or any inquiry that would reasonably be expected to lead to any Acquisition Proposal or Acquisition Transaction, including the material terms and conditions thereof and the identity of the person or group making any such Acquisition Proposal, request or inquiry; provided that Silicon Image may redact, and not disclose, the identity of Table of Contents the Person or group making any such Acquisition Proposal if disclosure of such identity would violate the terms of an existing confidentiality agreement. Silicon Image is obligated to keep Parent promptly and reasonably informed of the status, including all material amendments or proposed amendments, of any Acquisition Proposal, request or inquiry. Silicon Image must also notify Parent at least 24 hours before any meeting of the Silicon Image Board at which the Silicon Image Board is reasonably expected to consider an Acquisition Proposal or Acquisition Transaction, an inquiry relating to a potential Acquisition Proposal or Acquisition Transaction, or a request to provide non-public information to any Person in relation to an Acquisition Proposal or Acquisition Transaction. Neither the Silicon Image Board nor any committee thereof shall (i) fail to make, withhold, withdraw, amend, qualify or modify the Silicon Image Board Recommendation, (ii) approve, endorse or recommend an Acquisition Proposal or Acquisition Transaction, (iii) following the date of the Acquisition Proposal or any material modification thereto is first made public or sent or given to the Silicon Image stockholders, fail to issue a press release reaffirming the Silicon Image Board Recommendation within three business days following Parent’s written request to do so, (iv) take any action to exempt or make any person (other than Parent or Purchaser) not subject to the provisions of Section 203 of the DGCL or any other potentially applicable anti-takeover or similar statute or regulation, (v) within three business days following Parent’s written request to do so, fail to publicly recommend against any Acquisition Proposal that is a tender offer or exchange offer for Shares within 10 business days after commencement of such offer (and at all times thereafter during which any such tender offer or exchange offer is pending) and reaffirm the Silicon Image Board Recommendation within such 10 business day-period (and at all times thereafter during which any such tender offer or exchange offer is pending), (vi) fail to include the Silicon Image Board Recommendation in the Schedule 14D-9, or (vii) resolve, agree or publicly propose to take any of the foregoing actions (any action described in the preceding clauses (i), (ii), (iii), (iv), (v) or (vi) being referred to in this Offer to Purchase as a “Silicon Image Board Recommendation Change”); provided, however, that a “stop, look and listen” communication by the Silicon Image Board pursuant to and in compliance with Rule 14d-9(f) of the Exchange Act shall not be deemed to be a Silicon Image Board Recommendation Change. The Silicon Image Board may effect a Silicon Image Board Recommendation Change with respect to any sale Acquisition Proposal at any time prior to the Acceptance Time, if the Silicon Image Board has received a bona fide, written Acquisition Proposal that constitutes a Superior Proposal that has not been withdrawn and: • neither Silicon Image nor any of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions its subsidiaries has breached or negotiations). (c) Notwithstanding the foregoing, the restrictions violated its obligations described in this Section 5.2 shall not apply (i) 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals,” with respect to such Acquisition Proposal or any discussions person making such Acquisition Proposal, • the Silicon Image Board has determined in good faith (after consultation with outside legal counsel and after considering any counter-offer or negotiations proposal made by Parent), that, in light of the foregoing Superior Proposal, the failure by the Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Silicon Image stockholders under Delaware law; • prior to effecting such Silicon Image Board Recommendation Change, the Silicon Image Board has given Parent at least three business days prior written notice thereof, which notice attaches such Superior Proposal, identities the person making such Superior Proposal, describes the terms and conditions of such Superior Proposal in reasonable detail, and provides Parent with the opportunity to meet with the Silicon Image Board and its outside legal counsel to discuss a modification of the terms and conditions of the Merger Agreement; and • Parent has not made, within two business days after its receipt of Silicon Image’s written notice of its intention to effect a Silicon Image Board Recommendation Change, a counter-offer or proposal that the Silicon Image Board has determined in good faith (after consultation with a financial advisor of nationally recognized standing and its outside legal counsel) is at least as favorable to Silicon Image’s stockholders as such Superior Proposal. Table of Contents Parent and Silicon Image have agreed that every subsequent material revision or material modification to any such Superior Proposal shall require a new written notice thereof by Silicon Image to Parent and a new two business day “matching” period following the initial three business day “matching” period. In addition, following or concurrent with a Silicon Image Board Recommendation Change, authorize Silicon Image to terminate the Merger Agreement and enter into a definitive agreement providing for an Acquisition Transaction with respect to a Superior Proposal (if concurrently with entering into such agreement, Silicon Image terminates the transfer Merger Agreement pursuant to the Merger Agreement). Silicon Image is obligated to keep confidential any such counter-offers or proposals made by Parent to revise the terms of Shares permitted the Merger Agreement, except to the extent required to be disclosed in any SEC reports or pursuant to applicable law or stock exchange listing requirement. To the extent that any “matching” period would expire after the Expiration Time, the Expiration time shall be automatically extended such that it will occur on the first business day after the expiration of such “matching” period. In addition, the Silicon Image Board may effect a Silicon Image Board Recommendation Change at any time prior to the Acceptance Time in response to an Intervening Event (as defined below) if: • an Intervening Event has occurred; • neither Silicon Image nor any of its subsidiaries has breached or violated the provisions of this Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Acquisition Proposals”; • the Silicon Image Board has determined in good faith (after consultation with outside legal counsel) that, in light of such Intervening Event, the failure by Section 2.3the Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of its fiduciary duties to Silicon Image’s stockholders under Delaware law; • prior to effecting such Silicon Image Board Recommendation Change, or the Silicon Image Board has given Parent at least three business days prior written notice thereof specifying the material facts underlying the Silicon Image Board’s determination that an Intervening Event has occurred and the rationale and basis for such Silicon Image Board Recommendation Change and giving Parent the opportunity to meet with Silicon Image’s outside legal counsel with the purpose and intent of enabling Parent and Silicon Image to discuss in good faith a modification of the terms and conditions of the Merger Agreement so as to obviate the need to effect a Silicon Image Board Recommendation Change on the basis of such Intervening Event; and • following the expiration of such three business day period, the Silicon Image Board has determined in good faith (iiafter consultation with outside legal counsel) with respect and after giving consideration to any discussions between offer or proposal from Parent, that, in light of such Intervening Event, the Stockholder, on failure by the one hand, and any Affiliate or Representative Silicon Image Board to effect a Silicon Image Board Recommendation Change would reasonably be expected to constitute a breach of Stockholder on the other hand.its fiduciary duties to Silicon Image’s stockholders under Delaware law. For purposes of this Offer to Purchase:

Acquisition Proposals. Pursuant to the Merger Agreement, PJAM has agreed not to solicit, initiate or encourage, directly or indirectly, the submission of any Acquisition Proposal (aas defined below) Stockholder agrees or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal that neither it nor constitutes, or may be reasonably be expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing, prior to the acceptance for payment of Shares pursuant to the Offer, PJAM may, to the extent required by the fiduciary obligations of the Board, as determined in good faith by a majority of the disinterested members thereof after consultation with outside counsel, in response to any Acquisition Proposal that was made by a person whom the Special Committee determines, in good faith after consultation with outside counsel and an independent financial advisor, to be reasonably capable of making a Superior Company Proposal (as defined below), that was not solicited by PJAM and that did not otherwise result from a breach of its obligations pursuant to the Merger Agreement, (x) furnish information with respect to PJAM to the person or group making such Acquisition Proposal and its representatives pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations with such person or group and its representatives to the extent required regarding such Acquisition Proposal. PJAM agreed not to permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not subsidiaries nor will it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of any investment banker, attorney, accountant or other advisor of, PJAM or any of its subsidiaries to take similar actions. The Merger Agreement further provides that neither the CompanyBoard nor the Special Committee will withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Purchaser, its approval or recommendation of the Merger Agreement, the Offer or the Merger, unless PJAM's Board or the Special Committee, after consultation with independent legal counsel, determines in good faith that such action is necessary for the Board or the Special Committee to comply with its fiduciary duties under applicable Law. "Acquisition Proposal" means an offer or proposal regarding any of the following (other than the transactions contemplated by the Merger Agreement) toinvolving PJAM or any of its subsidiaries: (i) any merger, directly consolidation, share exchange, recapitalization, business combination or indirectlyother similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or a significant portion of the assets of PJAM and its subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for 10% or more of the outstanding Shares or the filing of any document under the Securities Act of 1933 or the Exchange Act, in connection therewith; (iv) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the transaction contemplated by the Merger Agreement; or (v) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing. "Superior Company Proposal" means any proposal made by a third party to acquire all or substantially all the equity securities or assets of PJAM, pursuant to a tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization or a sale of all or substantially all of its assets, (i) initiateon terms which a majority of the disinterested directors of PJAM determines in its good faith judgment to represent superior value for the holders of Shares compared to the Offer and the Merger, encouragetaking into account all the terms and conditions of such proposal and this Agreement (including any proposal by the Purchaser to amend the terms of the Merger Agreement, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; Offer and the Merger) and (ii) furnish or otherwise provide access that is reasonably capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal. Contribution of Shares. Immediately prior to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoingMerger, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect members of the Investor Group will contribute their Shares to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handPurchaser.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with its controlled Affiliates (other than the Company or its Subsidiaries) shallterms, Victory Bancorp and HV Bank shall not, and shall not authorize or permit any of their respective Subsidiaries’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by Victory Bancorp or HV Bank or any of its Representatives (it being understood thatSubsidiaries, for purposes hereofas applicable, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, to directly or indirectly, (i) initiatesolicit, initiate or encourage, solicitor take any other action to facilitate, assistany inquiries, induce discussions or facilitate the making, submission or announcement making of any Acquisition Inquiry proposal that constitutes or could reasonably be expected to lead to an Acquisition Proposal; , (ii) furnish any information or otherwise provide access data regarding Victory Bancorp or HV Bank to any information regarding any Acquired Company to any Person person in connection with or in response to any an Acquisition Inquiry Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal; , (iii) engage continue or otherwise participate in any discussions or negotiations negotiations, or otherwise communicate in any way with any Person with respect person (other than the parties to any Acquisition Inquiry or this Agreement), regarding an Acquisition Proposal; or , (iv) otherwise facilitate approve, endorse or recommend any effort Acquisition Proposal, or attempt to make (v) enter into or implement an Acquisition Inquiry consummate any agreement, arrangement or understanding contemplating any Acquisition Proposal or enter into requiring Victory Bancorp or HV Bank to abandon, terminate or fail to consummate the transactions contemplated hereby. Without limiting the foregoing, it is understood that any agreement violation of the restrictions set forth in principlethe preceding sentence by any officer, letter director or employee of intentVictory Bancorp or HV Bank or any investment banker, memorandum of understandingfinancial advisor, term sheetattorney, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement accountant or other similar document representative retained by Victory Bancorp or Contract HV Bank shall be deemed to be a breach of this Section 5.1 by Victory Bancorp or HV Bank, as applicable. Notwithstanding the foregoing, prior to the adoption and approval of this Agreement by Victory Bancorp’s stockholders at a meeting of the stockholders of Victory Bancorp, the Board of Directors of Victory Bancorp or HV Bank may respond to, in a manner it deems appropriate, participate in any discussions, provide any third party with nonpublic information regarding, unsolicited inquiries relating to any Acquisition Inquiry or an Acquisition Proposal, in each case, if (1) the Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, and (2) the respective Board of Directors shall have determined, in good faith after consultation with its legal and financial advisors, that the failure to do so may constitute a breach of their fiduciary duties. (b) Upon Each party will notify the execution hereofother party immediately orally (within one (1) calendar day) and in writing (within three (3) calendar days) of receipt of any Acquisition Proposal, Stockholder any request for non-public information that could reasonably be expected to lead to an Acquisition Proposal, or any inquiry with respect to or that could reasonably be expected to lead to an Acquisition Proposal, including, in each case, the identity of the person making such Acquisition Proposal, request or inquiry and the terms and conditions thereof, and shall provide to the other party any written materials received by it in connection therewith. Each party will keep the other party informed of any developments with respect to any such Acquisition Proposal, request or inquiry immediately orally (within one (1) calendar day) and in writing (within three (3) calendar days) upon the occurrence thereof. (c) Each of Victory Bancorp and HV Bank will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore prior to the date of this Agreement with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 . Neither Victory Bancorp nor HV Bank shall not apply (i) with respect to release any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3third party from, or (ii) with respect waive any provisions of, any confidentiality agreements or standstill agreement to which it or any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handits Subsidiaries is a party.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From and after the date of its controlled Affiliates (other than this Agreement until the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative earlier of the Company shall not constitute a Representative termination of a Stockholder unless such Stockholder shall have separately engaged this Agreement in accordance with its terms or directed such Person in histhe Effective Time, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) toits Subsidiaries shall not, directly or indirectly, through any officer, director, employee, financial advisor, representative or agent (x) solicit, initiate, or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, tender offer, sale of shares of capital stock (excluding sales pursuant to existing Compensation and Benefit Plans) or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (y) engage in negotiations or -------------------- discussions concerning, or provide any information to any person or entity relating to, any Acquisition Proposal, or (z) agree to or recommend any Acquisition Proposal; provided, however, that, if the Company has not breached this Section 7.2, nothing contained in this Agreement shall prevent the Company or its Board of Directors, prior to the adoption of this Agreement by the shareholders of the Company, from: (i) initiatefurnishing information to, encourageor entering into discussions or negotiations with, solicitany person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity or recommending an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company, assistif and only to the extent that: (A) the Board of Directors of the Company believes in good faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably capable of being completed on the terms proposed and would, induce if consummated, result in a transaction more favorable than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the ----------------- Company's Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary for such Board of Directors to fulfill its fiduciary duties, (B) prior to furnishing such non-public information to, or facilitate entering into discussions or negotiations with, such person or entity, such Board of Directors receives from such person or entity an executed confidentiality agreement with terms no less favorable to such party than those contained in the makingConfidentiality Agreement, submission and (C) prior to recommending a Superior Proposal or announcement terminating this Agreement in respect thereof, the Company shall provide the Parent with at least five business days' notice of any Acquisition Inquiry or its proposal to do so, during which time the Parent may make, and in such event the Company shall consider, a counterproposal to such Superior Proposal; or (ii) complying with Rule 14d-9 and 14e-2 promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that neither the Company nor its Board of Directors, shall, except as permitted by paragraph (iii) furnish of this section, propose to approve or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement recommend an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall The Company will immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect of the nature described in Section 7.2(a) and will use reasonable efforts to obtain the return of any confidential information furnished to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)parties. (c) Notwithstanding The Company shall notify the foregoingParent immediately (but in any event, within one (1) business day) after receipt by the restrictions Company (or its advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identify of the offer and the terms and conditions of such proposal, inquiry or contact. The Company shall continue to keep the Parent promptly informed of any change in the status of any such discussions or negotiations and the terms being discussed or negotiated (d) Nothing in this Section 5.2 7.2 shall not apply (i) with respect permit the Company to any discussions or negotiations with respect to the transfer of Shares permitted by terminate this Agreement (except as specifically provided in Section 2.39.3 hereof), or (ii) permit the Company to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (other than a confidentiality agreement of the type referred to in Section 7.2(a) above). (e) Without limiting the foregoing, it is understood that any discussions between violation of the Stockholderrestrictions set forth in this Section 7.2 by any director or officer of the Company or any of its Subsidiaries or any investment banker, on financial advisor, attorney, accountant or other representative of the one hand, and Company or any Affiliate or Representative of Stockholder on its Subsidiaries shall be deemed to be a breach of this Section 7.2 by the other handCompany.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, Eureka shall not, and shall not authorize authorize, permit or permit its cause any Eureka Subsidiary and their respective Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, : (i) initiate, encourage, solicit, assist, induce or encourage (including by way of furnishing information), or take any action to facilitate the makingmaking of, submission any inquiry, offer or announcement of any Acquisition Inquiry proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (ii) furnish or otherwise provide access respond to any information regarding any Acquired Company inquiry relating to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iii) engage recommend or endorse an Acquisition Proposal; (iv) participate in any discussions or negotiations with regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than NexTier) any information or data with respect to Eureka or any Acquisition Inquiry Eureka Subsidiary or otherwise relating to an Acquisition Proposal; (v) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Eureka or any Eureka Subsidiary is a party; or (ivvi) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or Contract relating instrument with respect to any Acquisition Inquiry Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by Eureka or any Eureka Representative, whether or not such Eureka Representative is so authorized and whether or not such Eureka Representative is purporting to act on behalf of Eureka or otherwise, shall be deemed to be a breach of this Agreement by Eureka. Eureka and each Eureka Subsidiary shall, and shall cause each of the Eureka Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons with respect to any existing or potential Acquisition Proposal. (b) Upon Notwithstanding the execution hereofforegoing, prior to the approval of the Agreement and the Merger by Eureka’s stockholders at the Eureka Stockholder Meeting, Eureka may respond to an inquiry, furnish nonpublic information regarding Eureka and the Eureka Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to Eureka by such Person (and not withdrawn) if (i) Eureka’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below), (ii) Eureka has not violated any of the restrictions set forth in this Section 7.2, (iii) Eureka’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and financial advisor, that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable Law, and (iv) at least two business days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, Eureka provides NexTier written notice of the identity of such Person and of Eureka’s intention to furnish nonpublic information to, or enter into discussions with, such Person and Eureka receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than those set forth in the Confidentiality Agreement entered into by NexTier in favor of Eureka on May 21, 2015, which confidentiality agreement shall immediately cease and cause not provide such Person with any exclusive right to negotiate with Eureka. Eureka shall promptly provide to NexTier any non-public information regarding Eureka or any Eureka Subsidiary provided to any other Person that was not previously provided to NexTier, such additional information to be terminated all existing activities, discussions or negotiations with any parties (provided no later than the date of provision of such information to such other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Person. (c) Notwithstanding Eureka shall promptly (and in any event within 24 hours) notify NexTier in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, Eureka or any Eureka Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the foregoingname of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the restrictions material terms and conditions of any proposals or offers (and, in this Section 5.2 the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications). Eureka agrees that it shall not apply keep NexTier informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (i) including any amendments or modifications to such proposal, offer or request). Eureka further agrees that it will provide NexTier with the opportunity to present its own proposal to the Eureka board of directors in response to any such proposal or offer, and negotiate with NexTier in good faith with respect to any discussions such proposal. (d) For purposes of this Agreement, “Superior Proposal” means any unsolicited, bona fide written proposal (or negotiations its most recently amended or modified terms, if amended or modified) made by a third party to consummate an Acquisition Proposal on terms that the Eureka board of directors determines in its good faith judgment, after consultation with and having considered the advice of Eureka’s outside legal counsel and financial advisor: (i) would, if consummated, result in consideration that is more favorable to the stockholders of Eureka than the transactions contemplated by this Agreement (taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the proposal), (ii) is not conditioned on obtaining financing (and with respect to which Eureka has reasonably assured itself of such Person’s ability to fully finance its Acquisition Proposal), (iii) would, if consummated, result in the transfer acquisition of Shares permitted by Section 2.3more than 50% of the issued and outstanding shares of Eureka Common Stock or all or substantially all of the assets and liabilities of Eureka and the Eureka Subsidiaries on a consolidated basis, or and (iiiv) with respect is reasonably likely to any discussions between the Stockholder, be completed on the one handterms proposed, in each case taking into account all legal, financial, regulatory and any Affiliate or Representative other aspects of Stockholder on the other handproposal.

Acquisition Proposals. (a) Stockholder agrees that neither As of the date hereof, BANK shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it or its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its Representatives (it being understood thatany of their respective officers, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged employees, representatives or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, induce or facilitate the making, submission or announcement making of any Acquisition Inquiry or proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the BANK Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), BANK receives an Acquisition Proposal from any Person that in the good faith judgment of the BANK Board (after receiving the advice of its legal and financial advisors (who shall be a nationally recognized investment banking firm)) is, or is reasonably likely to lead to the delivery of, a Superior Proposal, BANK may (x) furnish information (including non-public information) with respect to BANK to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between TIB and BANK dated January 23, 2006, and (y) participate in negotiations with such Person regarding such Acquisition Proposal. Neither the BANK Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to TIB, the approval or recommendation by the BANK Board, or such committee thereof, of the Merger or this Agreement; (ii) furnish approve or otherwise provide access recommend, or propose to approve or recommend, any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iviii) otherwise facilitate authorize or permit BANK or any effort or attempt of its Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement Acquisition Agreement. Notwithstanding the foregoing, upon satisfaction of the notice, matching, payment and other requirements and procedures of Section 10.1(k) of this Agreement, the BANK Board may approve or recommend (and, in principleconnection therewith, letter withdraw or modify its approval or recommendation of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement this Agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition the Merger) a Superior Proposal. (b) Upon the execution hereofBANK agrees that it and its Subsidiaries shall, Stockholder and BANK shall direct its and its Subsidiaries’ respective officers, directors, employees, representatives and agents to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any Acquisition Inquiry Proposal. BANK agrees that it will notify TIB promptly (but no later than 24 hours) if, to BANK’s Knowledge, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with, BANK, its Subsidiaries, or their officers, directors, employees, representatives or agents. The notice shall indicate the name of the Person making such Acquisition Proposal or sale taking such action and the material terms and conditions of Shares held by Stockholderany proposals or offers, and thereafter BANK shall refrain from engaging in any future discussions or negotiations between Stockholder keep TIB informed, on a current basis, of the status and any Person (other than Parent and its Affiliates) with respect to any sale terms of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such proposals or offers and the status of any such discussions or negotiations). BANK also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder The Company agrees that neither it nor any of and its controlled Affiliates (other than the Company or Representatives will not, and will cause its Subsidiaries and its Subsidiaries) shall’ Representatives and affiliates not to, and shall not authorize solicit or permit knowingly encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with, any person relating to, any Acquisition Proposal. The Company, its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a and each Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or and its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall Representatives will immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted before the date of this Agreement with any parties (persons other than Parent and its Affiliates) conducted heretofore Acquirer with respect to any Acquisition Inquiry Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal and request the return or sale destruction of Shares held by Stockholder, all copies of any confidential information regarding the Company and shall refrain from engaging in its Subsidiaries provided to any future discussions or negotiations between Stockholder and any Person person (other than Parent Acquirer). The Company and its Affiliates) with respect to any sale each Stockholder will within one business day advise Acquirer following receipt of any Shares held by Stockholder Acquisition Proposal and the substance thereof (other than to state that Stockholder is currently not permitted to engage in including the identity of the person making such discussions or negotiationsAcquisition Proposal), and will keep Acquirer apprised of any related developments on a current basis. (cb) Notwithstanding In addition to the foregoing, the restrictions Company shall keep Acquirer reasonably informed on a prompt basis of the status and material terms of any such Acquisition Proposal, including any material amendments or proposed amendments as to price and other material terms thereof and any change in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations the Company’s intentions with respect to the transfer of Shares permitted by Section 2.3transactions contemplated hereby and Acquirer shall have the right, or (ii) with respect but not the obligation, to any discussions between offer to amend this Agreement and the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handtransactions contemplated hereby in order for such Acquisition Proposal to cease to be a Superior Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither HBI shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it or its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its Representatives (it being understood thatany of their respective officers, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged employees, representatives or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, induce or facilitate the making, submission or announcement making of any Acquisition Inquiry or proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the HBI Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), HBI receives an Acquisition Proposal from any Person that in the good faith judgment of the HBI Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, HBI may (x) furnish information (including non-public information) with respect to HBI to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the confidentiality agreement between JBI and HBI, and (y) participate in negotiations with such Person regarding such Acquisition Proposal, if the HBI Board determines in good faith, after consultation with counsel, that failure to do so would likely result in a violation of its fiduciary duties under applicable Law. (b) Except as set forth in Section 10.1(k), neither the HBI Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to JBI, the approval or recommendation by the HBI Board or such committee of the Merger or this Agreement; (ii) furnish approve or otherwise provide access recommend, or propose to approve or recommend, any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iviii) otherwise facilitate authorize or permit HBI or any effort or attempt of its Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition ProposalAgreement. (bc) Upon the execution hereofHBI agrees that it and its Subsidiaries shall, Stockholder and HBI shall direct its and its Subsidiaries’ respective officers, directors, employees, representatives and agents to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any Acquisition Inquiry Proposal. HBI agrees that it will notify JBI promptly (but no later than 24 hours) if, to HBI’s Knowledge, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with, HBI, its Subsidiaries, or their officers, directors, employees, representatives or agents. The notice shall indicate the name of the Person making such Acquisition Proposal or sale taking such action and the material terms and conditions of Shares held by Stockholderany proposals or offers, and thereafter HBI shall refrain from engaging in any future discussions or negotiations between Stockholder keep JBI informed, on a current basis, of the status and any Person (other than Parent and its Affiliates) with respect to any sale terms of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such proposals or offers and the status of any such discussions or negotiations). HBI also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Without limiting the Stockholders' other obligations under this Agreement but subject to the last sentence of this Section 5(a), each Stockholder agrees that that, from and after the date hereof to the Termination Date, neither it such Stockholder nor any of its controlled his or her Affiliates shall (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless both such Stockholder and Affiliates shall have separately engaged use reasonable best efforts to cause their agents and representatives, including any investment banker, attorney or directed accountant retained by such Person in hisStockholder or Affiliates, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to), directly or indirectly, (i) initiate, encourage, solicit, assist, induce encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any Acquisition Inquiry or Acquisition Proposal; , (ii) furnish have any discussion with or otherwise provide access to any confidential information regarding any Acquired Company or data to any Person in connection with or in response relating to any Acquisition Inquiry or an Acquisition Proposal; (iii) , or engage in discussions or any negotiations with any Person with respect to any Acquisition Inquiry or concerning an Acquisition Proposal; , or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Inquiry Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement or Contract relating propose publicly or agree to do any of the foregoing related to any Acquisition Inquiry Proposal. Each Stockholder agrees that (i) he or she will promptly keep the Purchasers informed of the status and terms of any Acquisition Proposal. Proposal by any Person (bwhether written or oral), including the identity of the parties involved and (ii) Upon the execution hereofhe or she will, Stockholder shall and will cause his or her Affiliates to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations existing as of the date of this Agreement with any parties Persons (other than Parent the Purchasers and its their respective Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by StockholderProposal, and request the return or destruction of all non-public information furnished in connection therewith. Notwithstanding the foregoing, nothing in this Section 5 shall refrain from engaging limit or in any future discussions way affect the rights of any Stockholder who is a director of the Company or negotiations between of the Company's Board of Directors under Sections 5.2 and 6.1(b) of the Purchase Agreement. (b) During the Applicable Period (unless the Purchase Agreement shall have been terminated without the Closing having occurred), each Stockholder agrees that he or she will not, and he or she will not permit any Person (other than Parent and of his or her Affiliates or associates to, directly or indirectly, acquire, offer, agree or propose to acquire, beneficial ownership of any of the securities, assets or businesses of the Company or any of its Affiliates) Subsidiaries; participate in any solicitation of proxies with respect to any sale securities of the Company or any of its Subsidiaries; seek to advise, encourage or influence any Person with respect to the voting of any Shares held by Stockholder (other than of securities of the Company or any of its Subsidiaries; make any proposal to state that Stockholder the board of directors of the Company or any of its Subsidiaries; seek or propose to influence or control the management or policies of the Company or any of its Subsidiaries; make any public statement with respect to the Company or any of its Subsidiaries or otherwise act to disparage the Company or any of its Subsidiaries; take any action which is currently not permitted reasonably likely to engage in such discussions require the Company or any of its Subsidiaries to make any public disclosure; enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing matters; assist or encourage others to do any of the foregoing activities; request permission for any waiver or amendment of the terms of this Section 5(b); or disclose any intention, plan or arrangement inconsistent with any of the foregoing. (c) Notwithstanding the foregoingFor purposes of this Section 5, the restrictions in this Section 5.2 Company shall not apply (i) with respect to any discussions or negotiations with respect be treated as an "Affiliate" of either of the Stockholders, it being understood that the restrictions applicable to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between Company are set forth in the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handPurchase Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither Any offer or proposal by any Person or group concerning (i) any tender or exchange offer, (ii) proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving the Company or (iii) any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the assets of, the Company, other than pursuant to the transactions contemplated by this Agreement, is hereby defined as an "Acquisition Proposal." (b) Except as permitted under Section 5.6(c) below, the Company shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company officers, directors, affiliates, representatives or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, take any action to solicit, assist, induce initiate or facilitate the making, submission or announcement of encourage any Acquisition Inquiry or Acquisition Proposal; , (ii) furnish or otherwise provide access to participate in any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry with, or Acquisition Proposal; or (iv) otherwise facilitate encourage any effort or attempt by, any other Person to make or implement facilitate an Acquisition Inquiry or Acquisition Proposal or enter into (iii) take any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating action to any Acquisition Inquiry or produce an Acquisition Proposal. (b) Upon . From and after the execution date hereof, Stockholder the Company and all of its officers, directors, employees, attorneys, advisors and other representatives shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with doing any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)the foregoing. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply Company may, directly or indirectly, subject to a confidentiality agreement containing customary terms, (i) with respect furnish to any discussions party information and access in response to a request for information or negotiations with respect access made incident to an Acquisition Proposal made after the transfer of Shares permitted by Section 2.3, or date hereof and (ii) participate in discussions and negotiate with respect such party concerning any written Acquisition Proposal made after the date hereof; provided that (i) neither the Company nor any such Person solicited, initiated or encouraged such Acquisition Proposal and (ii) the Special Committee shall have determined in good faith based upon the advice of counsel to the Special Committee that the taking of such action is necessary to discharge the Boards fiduciary duties under applicable law. (d) During the term of this Agreement, the Board of the Company shall (i) immediately notify Buyer if any discussions between Acquisition Proposal is made, indicating in reasonable detail the Stockholderidentity of the offeror and the terms and conditions of such Acquisition Proposal and (ii) keep Buyer promptly advised of all material developments that could culminate in the Board withdrawing, on modifying or amending its recommendation of the one hand, Merger and any Affiliate or Representative of Stockholder on the other handtransactions contemplated by this Agreement. (e) During the term of this Agreement, the Company shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible Acquisition Proposal unless the Special Committee shall have determined in good faith based on advice of counsel to the Special Committee that the taking of such action is necessary to discharge the Boards fiduciary duties under applicable law. Notwithstanding the foregoing, the Company may make the disclosure contemplated by Rule 14e-2(a) under the Exchange Act to the extent that such disclosure is required to be made by such Rule; provided that the Company may only recommend a tender offer giving rise to such obligation as contemplated by such Rule if the Special Committee shall have determined in good faith based upon the advice of counsel to the Special Committee that the taking of such action is necessary to discharge the Boards fiduciary duties under applicable law.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From the date hereof through the earlier of its controlled Affiliates (other than the Company or its Subsidiaries) shallClosing Date and the date of termination of this Agreement pursuant to Article IX, as applicable, Seller shall not, and shall cause its Subsidiaries and its and their respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectlyindirectly (a) solicit, (i) initiate, knowingly encourage, solicitfacilitate or accept any inquiries, assistproposals, induce offers or facilitate the making, submission other indications of interest by or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with from any Person with respect to to: (i) any Acquisition Inquiry acquisition, purchase or other transaction involving the direct or indirect sale or transfer of all or any substantial part of the Business or the Allocated Assets (excluding sales of Investment Assets and the entry into the consummation of, or the making of payments under, any hedging transaction) or the equity interests of the Acquired Companies, or (ii) any merger, consolidation, business combination, reorganization, dissolution, recapitalization or similar transaction involving the Acquired Companies (each, an “Acquisition Proposal; ”), but excluding, in each case, this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging participate in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3to, or (ii) with respect furnish or confirm any information to any discussions between Person in connection with, an Acquisition Proposal. In the Stockholderevent that Seller, on the one hand, and an Acquired Company or any Affiliate of Seller or Representative the Acquired Companies receives an Acquisition Proposal, the Person receiving such Acquisition Proposal shall promptly, but in no event later than forty-eight (48) hours thereafter, notify Buyer Parent in writing of Stockholder on such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties. For the avoidance of doubt, any inquiries, proposals, offers or indications of interest or other handagreements relating to any Permitted Transaction shall not be considered an Acquisition Proposal hereunder.

Acquisition Proposals. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article X, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its Subsidiaries, Affiliates and their respective representatives, not to (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate the making, submission or announcement of knowingly participate in any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to, or knowingly provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement Person relating to, an Acquisition Inquiry or Acquisition Proposal or knowingly afford to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (b) enter into any acquisition agreement, merger agreement in principleor similar definitive agreement, or any letter of intent, memorandum of understandingunderstanding or agreement in principle, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger or any other agreement or other similar document or Contract relating to any Acquisition Inquiry or an Acquisition Proposal. , (bc) Upon grant any waiver, amendment or release under any confidentiality agreement executed in connection with an Acquisition Proposal or the execution anti-takeover Laws of any state, or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. From and after the date hereof, Stockholder the Company shall, and shall instruct and use its reasonable best efforts to cause its officers and directors to, and the Company shall instruct and shall use its reasonable best efforts to cause its representatives, its Subsidiaries and Affiliates and their respective representatives to, immediately cease and cause to be terminated terminate all existing activities, discussions or and negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons that may be ongoing with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent Acquiror and its Affiliates) representatives). From and after the date hereof, the Company shall promptly notify Acquiror if any Person makes any written proposal, offer or inquiry with respect to any sale an Acquisition Proposal and provide Acquiror with a description of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect material terms and conditions thereof to the transfer extent that such disclosure would not result in breach of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on Company’s confidentiality obligations that are in existence as of the one hand, and any Affiliate or Representative of Stockholder on the other handdate hereof.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any During the period from the date of its controlled Affiliates (other than this Agreement through the Company Closing Date or its Subsidiaries) shallthe termination of this Agreement pursuant to Article 9, each Delanco Entity shall not, and shall cause its respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) take any action to solicit, encourage (including by providing information or assistance), initiate, encourage, solicit, assist, facilitate or induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; , (ii) participate or engage in any discussions or negotiations regarding, or furnish or otherwise provide access cause to any information regarding any Acquired Company be furnished to any Person in connection any nonpublic information with respect to, or in response take any action to facilitate any Acquisition Inquiry inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal; , (iii) engage in discussions approve, agree to, accept, endorse or negotiations with any Person with respect to recommend any Acquisition Inquiry or Acquisition Proposal; , or (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Acquisition ProposalRepresentative of Delanco shall constitute a breach of this Section 7.2 by Delanco. (b) Upon Notwithstanding anything to the execution hereofcontrary in Section 7.2(a), Stockholder shall immediately cease if Delanco or any of its Representatives receives an unsolicited, bona fide written Acquisition Proposal by any Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) at any time prior to Delanco’s Shareholders’ Meeting that did not result from or arise in connection with a breach of Section 7.2(a), Delanco may, and may permit Delanco Subsidiaries and its Representatives to furnish or cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent furnished nonpublic information and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging participate in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to such Acquisition Proposal, if the transfer board of Shares directors of Delanco (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with Delanco’s financial advisors and outside legal counsel), that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would be reasonably likely to cause it to violate its fiduciary duties under applicable Law, and (ii) prior to furnishing any nonpublic information or engaging in any discussions permitted by this sentence, obtained from such Person or “Group” an executed confidentiality agreement containing terms at least as restrictive with respect to such Person or “Group” as the terms of the confidentiality agreement entered into between Delanco and First Bank are with respect to First Bank (and such confidentiality agreement shall not provide such Person or “Group” with any exclusive right to negotiate with Delanco). Delanco will promptly (but in no event more than 24 hours) following receipt of any Acquisition Proposal or any request for nonpublic information or any inquiry that could reasonably be expected to lead to any Acquisition Proposal, advise First Bank in writing of the receipt of such Acquisition Proposal, request or inquiry, and the terms and conditions of such Acquisition Proposal, request or inquiry (including, in each case, the identity of the Person or “Group” (as such term is defined in Section 2.313(d) under the Exchange Act) making any such Acquisition Proposal, request or inquiry), and provide to First Bank (i) a copy of such Acquisition Proposal, request or inquiry, if in writing, or (ii) a written summary of the material terms of such Acquisition Proposal, request or inquiry, if oral. If the board of directors of Delanco has determined in its good faith judgement (after consultation with Delanco's financial advisors and outside legal counsel) that making the Delanco Recommendation would be reasonably likely to cause it to violate its fiduciary duty under applicable Law, then in submitting this Agreement to its stockholders, the board of directors of Delanco may make a Change in the Delanco Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided, that the board of directors of Delanco may not take any actions under this sentence unless (i) prior to such action it has complied in all respects with its obligations under this Agreement, including Sections 7.1 and 7.2, and following such action it complies with, and fulfills, its obligations under Sections 7.1 and 7.2, (ii) Delanco gives First Bank at least five Business Days’ prior written notice of its intention to make a Change in the Delanco Recommendation and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, the latest material terms and conditions of, and the identity of the third party making, any Acquisition Proposal, or any amendment or modification thereof) and (iii) at the end of such notice period, the board of directors of Delanco takes into account any amendment or modification to this Agreement proposed by First Bank and after receiving the advice of its outside counsel, has determined in its good faith judgment that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to make the Delanco Recommendation. Any amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.2 and will require a new notice period as referred to in this Section 7.2. Notwithstanding any Change in the Delanco’s Recommendation, this Agreement shall be submitted to the shareholders of Delanco at Delanco’s Shareholders’ Meeting in accordance with Section 7.1(c); provided, that if the board of directors of Delanco shall have effected a Change in the Delanco Recommendation, then the board of directors of Delanco, in connection with the submission of this Agreement to the shareholders of Delanco may submit this Agreement without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of Delanco may communicate the basis for its lack of a recommendation to the shareholders of Delanco in the Proxy Statement or an appropriate amendment or supplement thereto. In addition to the foregoing, Delanco shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger or enter into any Acquisition Agreement with respect to any discussions between Acquisition Transaction other than the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handMerger.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, DCB shall not, and it shall not authorize authorize, permit or permit its cause any DCB Subsidiary and their respective Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, : (iA) initiate, encourage, solicit, assist, induce or encourage (including by way of furnishing information), or take any action to facilitate the makingmaking of, submission any inquiry, offer or announcement of any Acquisition Inquiry proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (iiB) furnish or otherwise provide access respond to any information regarding any Acquired Company inquiry relating to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iiiC) engage recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than OLB) any information or data with respect to DCB or any DCB Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which DCB or any DCB Subsidiary is a party; or (F) enter into any agreement, agreement in principle, letter of intent or similar instrument, including any exclusivity agreement, with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. Any violation of the foregoing restrictions by DCB or any of its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of DCB or otherwise, shall be deemed to be a breach of this Agreement by DCB. DCB and each DCB Subsidiary shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Person with respect to any Acquisition Inquiry existing or potential Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt . Notwithstanding the foregoing, prior to make or implement the approval of the Agreement and the Merger by DCB’s stockholders at the DCB Common Stockholders’ Meeting, DCB may respond to an Acquisition Inquiry or Acquisition Proposal inquiry, furnish nonpublic information regarding itself and the DCB Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to DCB by such Person (and not withdrawn) if: (A) DCB’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and the advice of RP Financial, LC., that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (as defined below); (B) DCB has not violated any of the restrictions set forth in this Section 5.7(a)(ii); (C) DCB’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and the advice of RP Financial, LC., that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable Law; and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, DCB provides OLB with written notice of the identity of such Person and of DCB’s intention to furnish nonpublic information to, or enter into discussions with, such Person and DCB receives from such Person an executed confidentiality agreement in principleon terms no more favorable to such Person than the Confidentiality Agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger which confidentiality agreement shall not provide such Person with any exclusive right to negotiate with DCB. DCB shall promptly provide to OLB any non-public information regarding DCB or other similar document or Contract relating any DCB Subsidiary provided to any Acquisition Inquiry other Person that was not previously provided to OLB, such additional information to be provided no later than the date of provision of such information to such other Person. DCB shall promptly (and in any event within 24 hours) notify OLB in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, DCB, any DCB Subsidiary or any of their Representatives, in each case in connection with any Acquisition Proposal. (b) Upon , and such notice shall indicate the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, name of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other electronic communications)). DCB agrees that it shall keep OLB informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). DCB further agrees that it will provide OLB with the opportunity to present its own proposal to the DCB board of directors in response to any parties (other than Parent such proposal or offer and its Affiliates) conducted heretofore negotiate with OLB in good faith with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)proposal. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From and after the date of its controlled Affiliates (other than this Agreement until the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative earlier of the Company shall not constitute a Representative termination of a Stockholder unless such Stockholder shall have separately engaged this Agreement in accordance with its terms or directed such Person in histhe Effective Time, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) toits Subsidiaries shall not, directly or indirectly, through any officer, director, employee, financial advisor, representative or agent (x) solicit, initiate, or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of substantial assets, tender offer, sale of shares of capital stock (excluding sales pursuant to existing Compensation and Benefit Plans) or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (y) engage in negotiations or discussions concerning, or provide any information to any person or entity relating to, any Acquisition Proposal, or (z) agree to or recommend any Acquisition Proposal; provided, however, that, if the Company has not breached this Section 7.2, nothing contained in this Agreement shall prevent the Company or its Board of Directors, prior to the adoption of this Agreement by the shareholders of the Company, from: (i) initiatefurnishing information to, encourageor entering into discussions or negotiations with, solicitany person or entity in connection with an unsolicited bona fide written Acquisition Proposal by such person or entity or recommending an unsolicited bona fide written Acquisition Proposal to the shareholders of the Company, assistif and only to the extent that: (A) the Board of Directors of the Company believes in good faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably capable of being completed on the terms proposed and would, induce if consummated, result in a transaction more favorable than the transaction contemplated by this Agreement (any 32 38 such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal") and the Company's Board of Directors determines in good faith after consultation with outside legal counsel that such action is necessary for such Board of Directors to fulfill its fiduciary duties, (B) prior to furnishing such non-public information to, or facilitate entering into discussions or negotiations with, such person or entity, such Board of Directors receives from such person or entity an executed confidentiality agreement with terms no less favorable to such party than those contained in the makingConfidentiality Agreement, submission and (C) prior to recommending a Superior Proposal or announcement terminating this Agreement in respect thereof, the Company shall provide the Parent with at least five business days' notice of any Acquisition Inquiry or its proposal to do so, during which time the Parent may make, and in such event the Company shall consider, a counterproposal to such Superior Proposal; or (ii) complying with Rule 14d-9 and 14e-2 promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that neither the Company nor its Board of Directors, shall, except as permitted by paragraph (iii) furnish of this section, propose to approve or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement recommend an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall The Company will immediately cease any and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect of the nature described in Section 7.2(a) and will use reasonable efforts to obtain the return of any confidential information furnished to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)parties. (c) Notwithstanding The Company shall notify the foregoingParent immediately (but in any event, within one (1) business day) after receipt by the restrictions Company (or its advisors) of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identify of the offer and the terms and conditions of such proposal, inquiry or contact. The Company shall continue to keep the Parent promptly informed of any change in the status of any such discussions or negotiations and the terms being discussed or negotiated (d) Nothing in this Section 5.2 7.2 shall not apply (i) with respect permit the Company to any discussions or negotiations with respect to the transfer of Shares permitted by terminate this Agreement (except as specifically provided in Section 2.39.3 hereof), or (ii) permit the Company to enter into any agreement with respect to an Acquisition Proposal during the term of this Agreement (other than a confidentiality agreement of the type referred to in Section 7.2(a) above). (e) Without limiting the foregoing, it is understood that any discussions between violation of the Stockholderrestrictions set forth in this Section 7.2 by any director or officer of the Company or any of its Subsidiaries or any investment banker, on financial advisor, attorney, accountant or other representative of the one hand, and Company or any Affiliate or Representative of Stockholder on its Subsidiaries shall be deemed to be a breach of this Section 7.2 by the other handCompany.

Acquisition Proposals. (a) Stockholder agrees that neither RISCORP shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company or its Subsidiaries) shallsubsidiaries to, and nor shall not it authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an any officer, director or employee of, or any investment banker, attorney or other advisor, representative or agent of, RISCORP or any of the Company) its subsidiaries to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce initiate or facilitate encourage the making, submission or announcement of any Acquisition Inquiry Proposal (as hereinafter defined) or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholderto, and shall refrain from engaging participate in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that, at any time prior to the transfer RISCORP Shareholder Approval, RISCORP may, following the receipt of Shares permitted by Section 2.3an unsolicited Acquisition Proposal, or (ii) with respect to any discussions between if the StockholderBoard of Directors of RISCORP determines in good faith, based on the one handwritten advice of outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to shareholders under applicable law, participate in negotiations regarding such Acquisition Proposal or furnish information regarding RISCORP, the Sellers or the Business, pursuant to an appropriate confidentiality agreement, to the person making such Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, RISCORP shall promptly advise the Purchaser orally and in writing of the receipt by it (or any of the other persons referred to above) after the date hereof of any Acquisition Proposal. Such notice shall identify the offeror and the terms and conditions of the Acquisition Proposal, and thereafter RISCORP shall keep the Purchaser fully informed of the status and details of such Acquisition Proposal. Without limiting the foregoing, it is understood that any Affiliate violation of the restrictions set forth in the first sentence of this Section 5.03 by any officer, director or Representative employee of Stockholder RISCORP or any of its subsidiaries or any investment banker, attorney or other advisor, representative or agent of RISCORP or any of its subsidiaries, whether or not such person is purporting to act on the other hand.behalf of RISCORP or any of its subsidiaries or otherwise, shall be deemed to be a breach of this Section 5.03

Acquisition Proposals. (a) Stockholder agrees that neither it nor Any offer or proposal by any Person or group concerning any tender or exchange offer, proposal for a merger, share exchange, recapitalization, consolidation or other business combination involving CEM or any of its controlled Affiliates (subsidiaries or divisions, or any proposal or offer to acquire in any manner, directly or indirectly, a significant equity interest in, or a substantial portion of the assets of, CEM or any of its subsidiaries, other than pursuant to the Company or its Subsidiaries) shalltransactions contemplated by this Agreement, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not is hereby defined as an officer"Acquisition Proposal". CEM shall not, director nor shall it permit any of its officers, directors, affiliates, representatives or employee of the Company) agents to, directly or indirectly, (ia) initiate, encourage, take any action to solicit, assist, induce initiate or facilitate the making, submission or announcement of encourage any Acquisition Inquiry Proposal, or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging participate in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect or encourage any effort or attempt by any other Person or take any other action to facilitate an Acquisition Proposal. From and after the transfer date hereof, CEM, its subsidiaries and all officers, directors, employees of, and all investment bankers, attorneys and other advisors and representatives of, CEM and its subsidiaries shall cease doing any of Shares permitted by Section 2.3the foregoing. Notwithstanding the foregoing, CEM or (ii) with respect any such Persons may, directly or indirectly, subject to a confidentiality agreement containing customary terms, furnish to any party information and access in response to a request for information or access made incident to an Acquisition Proposal made after the date hereof and may participate in discussions between and negotiate with such party concerning any written Acquisition Proposal made after the Stockholderdate hereof (provided that neither CEM nor any such Person, on after the one handdate hereof, solicited, initiated or encouraged such Acquisition Proposal), if the Committee shall have determined in good faith based upon the reasonably concluded advice of outside counsel that failing to take such action would violate CEM's board of directors' fiduciary duties under applicable law. During the term of this Agreement, the board of directors of CEM shall notify Acquiror immediately if any Acquisition Proposal is made and any Affiliate shall in such notice indicate in reasonable detail the identity of the offeror and the terms and conditions of such Acquisition Proposal and shall keep Acquiror promptly advised of all material developments that could culminate in the board of directors withdrawing, modifying or Representative amending its recommendation of Stockholder on the Merger and the other handtransactions contemplated by this Agreement. During the term of this Agreement, CEM shall not waive or modify any provisions contained in any confidentiality agreement entered into relating to a possible acquisition (whether by merger, stock purchase, asset purchase or otherwise) or recapitalization of CEM unless the Committee shall have determined in good faith based on reasonably concluded advice of outside counsel that failing to take such action would violate CEM's board of directors' fiduciary duties under applicable law.

Acquisition Proposals. (a) Stockholder agrees that neither As of the date hereof, IRBC shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it or its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its Representatives (it being understood thatany of their respective officers, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged employees, representatives or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, induce or facilitate the making, submission or announcement making of any proposal which constitutes, any Acquisition Inquiry Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an "Acquisition Agreement") or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the IRBC Stockholders' Meeting, and without any breach of the terms of this Section 7.6(a), IRBC receives an Acquisition Proposal from any Person that in the good faith judgment of the IRBC Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, IRBC may (iix) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iiiincluding non-public information) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating IRBC to any Acquisition Inquiry or such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between ANB and IRBC dated September 25, 2003, and (y) participate in negotiations with such Person regarding such Acquisition Proposal. (b) Upon Except as set forth in Section 10.1(k), neither the execution hereofIRBC Board nor any committee thereof shall (i) withdraw or modify, Stockholder or propose to withdraw or modify, in a manner adverse to ANB, the approval or recommendation by the IRBC Board or such committee of the Merger or this Agreement; (ii) approve or recommend, or propose to approve or recommend, any Acquisition Proposal; or (iii) authorize or permit IRBC or any of its Subsidiaries to enter into any Acquisition Agreement. (c) IRBC agrees that it and its Subsidiaries shall, and IRBC shall direct its and its Subsidiaries' respective officers, directors, employees, representatives and agents to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any Acquisition Inquiry Proposal. IRBC agrees that it will notify ANB promptly (but no later than 24 hours) if, to IRBC's Knowledge, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with, IRBC, its Subsidiaries, or their officers, directors, employees, representatives or agents. The notice shall indicate the name of the Person making such Acquisition Proposal or sale taking such action and the material terms and conditions of Shares held by Stockholderany proposals or offers, and thereafter IRBC shall refrain from engaging in any future discussions or negotiations between Stockholder keep ANB informed, on a current basis, of the status and any Person (other than Parent and its Affiliates) with respect to any sale terms of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such proposals or offers and the status of any such discussions or negotiations). IRBC also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder Except as set forth in this Section 5.4, from and after the date of this Agreement, MTR agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) Subsidiaries shall, and that it shall not authorize or permit its Representatives and their respective officers, directors, employees, agents and representatives, including any investment banker, attorney, accountant or other advisor retained by MTR or any of its Subsidiaries (it being understood thatcollectively, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company“Representatives”) to, directly or indirectly, (i) initiate, encourage, solicit, assistfacilitate or knowingly encourage any inquiries, induce proposals or facilitate offers with respect to, or the makingmaking or completion of, submission an Acquisition Proposal, (ii) engage or announcement participate in any negotiations or discussions (other than to state that they are not permitted to have discussions) concerning, or provide or cause to be provided any non-public information or data relating to MTR or any of its Subsidiaries in connection with, an Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Inquiry Proposal or (iv) approve, endorse or recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal; provided, however, it is understood and agreed that any determination or action by the MTR Board permitted under Section 5.4(b) or (c) or Section 7.1(d)(ii) shall not be deemed to be a breach of this Section 5.4(a). MTR agrees that it will immediately cease and cause to be terminated, and cause its Representatives to cease and cause to be terminated, any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. MTR agrees that any violation of the foregoing restrictions by any of MTR’s Subsidiaries or any Representative of MTR or any MTR Subsidiary will be a breach of this Section 5.4(a) by MTR. MTR agrees that in the event it releases any Person from, or amends or waives any provision of, any confidentiality, “standstill,” non-solicitation or similar agreement to which MTR is or becomes a party or under which MTR has or acquires any rights, it shall release the Company and Subsidiaries and Representatives of Company from, and/or shall waive, all such parallel or analogous provisions of the Confidentiality Agreement. MTR also will promptly request each Person that has executed a confidentiality agreement in connection with its consideration of a possible Acquisition Proposal to return or destroy in accordance with the terms of such confidentiality agreement all confidential information heretofore furnished to such Person by or on behalf of ▇▇▇. (b) Notwithstanding anything to the contrary in Section 5.4(a), at any time after the date of this Agreement and prior to obtaining the MTR Stockholder Approval, MTR may, in response to an unsolicited bona fide written Acquisition Proposal that did not result from a breach of Section 5.4(a) and that the MTR Board determines, in its good faith judgment (after consultation with its outside legal counsel and its financial advisor) constitutes or may reasonably be expected to lead to a Superior Proposal, and subject to complying with Section 5.4(d), (i) furnish information with respect to MTR and its Subsidiaries to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement on terms no less restrictive to such Person than those contained in the Confidentiality Agreement (except for such changes specifically necessary in order for MTR to be able to comply with its obligations under this Agreement); provided, however, that MTR shall provide or make available to the Company any material non-public information concerning MTR or any of its Subsidiaries that is provided to the Person making such Acquisition Proposal or its Representatives which was not previously provided or made available to the Company; and (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage participate in discussions or negotiations with any such Person with respect to any Acquisition Inquiry or and its Representatives regarding such Acquisition Proposal; provided, further, that the MTR Board or any committee thereof may take the actions described in subsections (ivi) otherwise facilitate and (ii) above only if the MTR Board or any effort or attempt committee thereof determines in its good faith judgment (after consultation with its outside legal counsel and its financial advisor) that the failure to take such action would reasonably be expected to breach its fiduciary duties under applicable Law. (c) Except as set forth in this Section 5.4(c), until the termination of this Agreement in accordance with the terms hereof, neither the MTR Board nor any committee thereof shall: (i) (A) fail to make or implement an Acquisition Inquiry withdraw, modify or amend or publicly propose to withdraw, modify or amend, in any manner adverse to the Company or Merger Sub, its recommendation of this Agreement or the MTR Merger (the “MTR Board Recommendation”), (B) fail to make a statement in opposition and recommend to MTR’s stockholders rejection of a tender or exchange offer for MTR’s securities initiated by a third party pursuant to Rule 14e-2 promulgated under the Securities Act within ten Business Days after such tender or exchange offer shall have been announced or commenced by such third party, or (C) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any of the foregoing in clauses (A)-(C), an “Adverse Recommendation Change”), or (ii) adopt or recommend, or publicly propose to adopt or recommend, or allow MTR or any MTR Subsidiary to execute or enter into into, any agreement in principle, letter of intent, memorandum of understanding, term sheetagreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document Contract constituting or Contract relating related to, or that is intended to or would reasonably be expected to lead to, any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties Proposal (other than Parent a confidentiality agreement referred to in Section 5.4(b)) (any of the foregoing, an “Acquisition Agreement”). Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the MTR Stockholder Approval, the MTR Board may: (I) in response to a bona fide unsolicited written Acquisition Proposal that was made after the date hereof, that did not result from a breach of this Section 5.4, and that the MTR Board determines in good faith (after consultation with outside legal counsel and its Affiliatesfinancial advisor) conducted heretofore constitutes a Superior Proposal (x) make an Adverse Recommendation Change if the MTR Board has determined in good faith (after consultation with its outside legal counsel) that, in light of the receipt of such Superior Proposal, the failure to make such Adverse Recommendation Change would reasonably be expected to breach its fiduciary duties under applicable Law, or (y) cause MTR to terminate this Agreement pursuant to Section 7.1(d)(ii) and (only if MTR shall) concurrently with such termination enter into an Acquisition Agreement if the MTR Board has concluded in good faith (after consultation with its outside legal counsel) that, in light of the receipt of such Superior Proposal, the failure to effect such termination would reasonably be expected to breach its fiduciary duties under applicable Law; provided, however, that MTR shall not be entitled to 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, prior to or simultaneously with such termination, MTR pays by wire transfer of immediately available funds the MTR Termination Fee in accordance with Section 7.3(b); provided, further, that the MTR Board shall not be entitled to make an Adverse Recommendation Change in respect of any such Superior Proposal or terminate this Agreement pursuant to Section 7.1(d)(ii) in respect of any Acquisition Inquiry such Superior Proposal, and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless: (II) MTR has provided to the Company four Business Days’ prior written notice that it intends to take a such action (a “Notice of Designated Superior Proposal”), which notice shall describe in reasonable detail the terms and conditions of any Superior Proposal (including the identity of the party making such Superior Proposal) that is the basis of the proposed action by the MTR Board (a “Designated Superior Proposal”) and attach the most current form or draft of any written agreement providing for the transaction contemplated by such Designated Superior Proposal and all other contemplated transaction documents (including any agreements with any stockholders, directors or employees) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Designated Superior Proposal, and a new four Business Day period); and (III) at the end of such four Business Day period, such Acquisition Proposal has not been withdrawn and the MTR Board determines in good faith that such Acquisition Proposal continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement agreed to or sale proposed by the Company in a binding written offer in response to a Notice of Shares held Designated Superior Proposal which is capable of being accepted by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsMTR). (cd) Notwithstanding MTR promptly (and in any event within one Business Day) shall advise the foregoing, the restrictions Company orally and in this Section 5.2 shall not apply writing of (i) any written Acquisition Proposal, (ii) any written request for non-public information relating to MTR or its Subsidiaries, other than requests for information not reasonably expected to be related to an Acquisition Proposal and (iii) any written inquiry or request for discussion or negotiation regarding an Acquisition Proposal, including in each case the identity of the Person making any such Acquisition Proposal, inquiry or request and the material terms of any such Acquisition Proposal, inquiry or request and attach a copy of any such written Acquisition Proposal, or if such Acquisition Proposal is provided orally to MTR, MTR shall summarize in writing the terms and conditions of such Acquisition Proposal, including the identity of the person making such Acquisition Proposal. MTR shall keep the Company reasonably and promptly informed in all material respects of the status and details (including any material change or proposed material change to the terms thereof) of any Acquisition Proposal. MTR shall provide the Company with respect prior notice of any meeting of the MTR Board or any committee thereof at which the MTR Board or any committee thereof is expected to consider any Acquisition Proposal or any such inquiry or to consider providing information to any discussions person or negotiations group in connection with respect an Acquisition Proposal or any such inquiry. (e) Nothing set forth in this Agreement shall prevent MTR or the MTR Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the transfer Exchange Act (or any similar communication to stockholders in connection with the making or amendment of Shares permitted by Section 2.3a tender offer or exchange offer), or (ii) from making any required disclosure to MTR’s stockholders if, in the good faith judgment of the MTR Board, after consultation with respect outside legal counsel, failure to disclose such information would reasonably be expected to breach its fiduciary duties under applicable Law; provided, however, that in the case of both clause (i) and clause (ii), any discussions between such disclosure, other than a “stop, look and listen” communication or similar communication of the Stockholdertype contemplated by Section 14d-9(f) of the Exchange Act, on may still be deemed to be an Adverse Recommendation Change pursuant to Section 5.4(c) unless the one hand, and any Affiliate or Representative of Stockholder on MTR Board expressly publicly reaffirms the other handMTR Board Recommendation in such disclosure.

Acquisition Proposals. (a) Stockholder 5.7.1 Subject to Sections 5.7.2 and 5.7.4, Buyer agrees that neither it shall not, nor shall it permit or authorize any Buyer Subsidiaries or any of its controlled Affiliates (other than the Company or its Subsidiaries) shalltheir directors or officers to, and shall not authorize or permit any other Buyer Representative to, and shall use its Representatives (it being understood that, for purposes hereof, a reasonable best efforts to cause each Buyer Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, take any action to (iA) initiate, encourage, solicit, assist, induce initiate or facilitate the making, submission or announcement of encourage any Acquisition Inquiry or Buyer Acquisition Proposal; , (iiB) furnish or otherwise provide access to participate in any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage way in discussions or negotiations with, or furnish any non-public information to, any person with respect to a Buyer Acquisition Proposal other than the transactions contemplated hereby, (C) withhold, withdraw (or not continue to make), qualify or modify (or publicly propose or resolve to withhold, withdraw (or not continue to make), qualify or modify) the Buyer Recommendation in a manner adverse to Seller, (D) other than the transactions contemplated hereby, approve, recommend or take any Person public position (including any position communicated to Buyer’s stockholders or any other person, but not including communications made in internal discussions among Buyer’s management and its advisors) other than “against” any Buyer Acquisition Proposal, or (E) enter into any agreement or letter of intent with respect to any Acquisition Inquiry or Buyer Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease . Buyer has previously ceased and cause caused to be terminated all existing activities, discussions or any negotiations with any parties person (other than Parent the Company and its AffiliatesSeller) conducted heretofore theretofore by Buyer, the Buyer Subsidiaries or any Buyer Representative with respect to any Buyer Acquisition Inquiry or Acquisition Proposal or sale of Shares held by StockholderProposal, and shall refrain from engaging as promptly as reasonably practicable request that the other parties thereto, as promptly as reasonably practicable, return or destroy, subject to the terms of any agreement with such parties, any confidential information previously furnished by Buyer, the Buyer Subsidiaries or the Buyer Representatives thereunder. 5.7.2 Notwithstanding anything to the contrary contained in any future discussions Section 5.7.1, Buyer or negotiations between Stockholder the Buyer Board, as applicable, shall be permitted to: 5.7.2.1 take and any Person (other than Parent and its Affiliates) disclose to Buyer’s stockholders a position with respect to any sale tender or exchange offer by a third party or amend or withdraw such a position complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act in a manner consistent with its other obligations under this Section 5.7; provided that this Section 5.7.2.1 shall not be deemed to permit the Buyer Board to make a Buyer Adverse Recommendation Change or take any actions referred to in Section 5.7.4, except to the extent permitted by Section 5.7.4; or 5.7.2.2 at any time prior to obtaining the Buyer Stockholder Approval, negotiate or otherwise engage in discussions with, and furnish nonpublic information to, any person in response to an unsolicited written Buyer Acquisition Proposal by such person, if (A) the Buyer Board determines in good faith after consultation with and advice from its financial advisor, that such proposal is reasonably likely to result in a Buyer Superior Proposal, (B) such person executes a confidentiality agreement no less favorable to Buyer than the letter agreement, dated as of any Shares held February 19, 2014, entered into by Stockholder Seller and Buyer (other than to state an “Acceptable Confidentiality Agreement”) and (C) the Buyer Board determines in good faith after consultation with Buyer’s outside legal counsel that Stockholder is currently not permitted the failure to engage in such negotiation or discussions or negotiations)provide such information would violate Buyer Board’s fiduciary duties under applicable Law. 5.7.3 Buyer shall (cA) notify Seller orally and in writing of the receipt of any Buyer Acquisition Proposal or any Buyer Acquisition Proposal (including the material terms thereof and the identity of the person making it) as promptly as reasonably practicable (but in no case later than 48 hours after its receipt), (B) as promptly as reasonably practicable (but in no case later than 48 hours after its receipt) inform Seller regarding any material changes to the status, terms and details (including amendments or proposed amendments) of such Buyer Acquisition Proposal, (C) deliver to Seller concurrently with the delivery to such person or its representatives a copy of any non-public information as permitted by Section 5.7.2 which has not previously been delivered by Buyer to Seller and (D) keep Seller promptly advised of all changes to the material terms of any Buyer Acquisition Proposal. Buyer shall (A) notify Seller in writing of the occurrence of any Intervening Event (including a description thereof) as promptly as reasonably practicable (but in no case later than 48 hours after having knowledge that the relevant event or change in circumstances constitutes an Intervening Event) and (B) as promptly as reasonably practicable (but in no case later than 48 hours after having knowledge thereof) inform Seller regarding any material changes to the status and details of such Intervening Event. 5.7.4 Except as otherwise specifically permitted by this Section 5.7.4, neither the Buyer Board nor any committee thereof shall (A) withdraw or modify, or publicly propose to withdraw or modify, in a manner adverse to Seller, the Buyer Recommendation, or (B) approve, recommend or take a public position with respect to, or publicly propose to approve, recommend or take a public position with respect to, any Buyer Acquisition Proposal. Notwithstanding the foregoingforegoing and provided that Buyer has not breached this Section 5.7, prior to the Buyer Stockholder Approval, the restrictions in this Section 5.2 Buyer Board shall not apply be permitted to make a Buyer Adverse Recommendation Change, but only if (i) (y) Buyer has received a proposal which the Buyer Board determines in good faith after consultation with respect its financial advisor constitutes a Buyer Superior Proposal and (z) the Buyer Board determines in good faith after consultation with Buyer’s outside legal counsel that the failure to any discussions or negotiations with respect to take such action would violate the transfer of Shares permitted by Section 2.3Buyer Board’s fiduciary duties under applicable Law (this clause (i), a “Superior Proposal BARC”); or (ii) an event has occurred or is occurring which the Buyer Board determines in good faith (y) after consultation with and advice from its financial advisor constitutes an Intervening Event and (z) after consultation with Buyer’s outside legal counsel that the failure to take such action would violate the Buyer Board’s fiduciary duties under applicable Law (this clause (ii), an “Intervening Event BARC”). Notwithstanding anything in this Section 5.7 to the contrary, Buyer shall not exercise its right to make a Buyer Adverse Recommendation Change under this Section 5.7.4 unless (a) Buyer shall have delivered to Seller a prior written notice (a “Change Notice”), not less than five (5) Business Days prior to the time such action is intended to be taken, advising Seller that the Buyer Board intends to make a Buyer Adverse Recommendation Change, specifying in reasonable detail (A) the material terms of the Buyer Superior Proposal or (B) a description of the Intervening Event, as applicable, (b) Buyer negotiates in good faith with Seller to make such adjustments to the terms and conditions of this Agreement or the transactions contemplated hereby as would enable the Buyer Board to determine that failing to make a Buyer Adverse Recommendation Change would not violate the Buyer Board’s fiduciary duties under applicable Law, and (c) on or before the fifth (5th) Business Day following Seller’s receipt of the Change Notice, and taking into account in good faith any revised proposal made by Seller since receipt of the Change Notice, such Buyer Superior Proposal remains a Buyer Superior Proposal, or such Intervening Event remains in effect, as applicable, and the Buyer Board has again made the determinations referred to above; provided, however, that in the event that any such Buyer Acquisition Proposal is thereafter modified by the person making such Buyer Acquisition Proposal and the Buyer Board determines to make a Buyer Adverse Recommendation Change due to such Buyer Acquisition Proposal as permitted by this Section 5.7.4, Buyer shall again comply with clauses (a) and (b) of this paragraph except that the five (5) Business Day period shall be reduced to three (3) Business Days. Concurrently with making a Buyer Superior Proposal BARC, Buyer may terminate this Agreement in accordance with Section 7.1.6 and in connection therewith enter into an agreement with respect to such Buyer Superior Proposal. 5.7.5 Notwithstanding anything to the contrary contained in the letter agreement, dated as of February 19, 2014, entered into by Seller and Buyer, upon any discussions between Buyer Adverse Recommendation Change, the Stockholderrestrictions and obligations set forth in (A) Section 7 thereof (Standstill), on (B) the one hand, second and any Affiliate third sentences of Section 2(b) thereof (Agreements with Other Persons) and (C) the proviso in Section 2(d) thereof (Sources of Financing) shall thereafter be inoperative and of no force or Representative of Stockholder on the other handeffect.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than During the Pre-Closing Period, the Company or its Subsidiaries) shallshall not, and shall cause each Company Subsidiary and its and their respective stockholders, Affiliates, Representatives and other agents not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person except with respect to Parent and its Affiliates), (a) solicit, initiate or encourage any Acquisition Inquiry inquiries, offers or proposals from any Person which constitute, or would reasonably be expected to lead to, the sale or transfer of any of the Company’s securities or all or a material portion of the Company’s assets, whether such transaction would take the form of a sale of capital stock, merger, liquidation, dissolution, reorganization, recapitalization, consolidation, sale of assets or otherwise (an “Acquisition Proposal; ”), or (ivb) otherwise facilitate negotiate with any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal other Person or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document agreement relating to or Contract contemplating an Acquisition Proposal or disclose to any Person any confidential information concerning Acquired Company or its businesses or assets. The Company further agrees that it shall promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal) notify Parent of the receipt of any Acquisition Proposal (which notice shall be provided orally and in writing and shall identify the Person making such Acquisition Proposal and set forth the material terms thereof), or any request for non-public information relating to any Acquisition Inquiry Acquired Company or for access to the properties, books or records of any Acquired Company by any Person that has made, or to the Knowledge of the Company intends to make, an Acquisition Proposal. (b) Upon . Promptly following the execution hereofof the Original Agreement, Stockholder shall the Company (i) ceased, and caused each Company Subsidiary, and its and their respective stockholders, Affiliates, Representatives and other agents to, immediately cease and cause to be terminated all existing activitiesdiscussions and negotiations, discussions or negotiations if any, that had taken place prior to the Original Agreement Date with any parties Person (other than Parent and its AffiliatesParent) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, Proposal; and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (ii) requested that all Persons (other than Parent and its AffiliatesParent) who executed a confidentiality, non-disclosure or other similar agreement in connection with respect to any sale the consideration of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoinga possible Acquisition Proposal, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect return to the transfer of Shares permitted by Section 2.3Company, or (ii) with respect destroy, all confidential information theretofore furnished to any discussions between such Person by or on behalf of the StockholderCompany, on as promptly as practicable, subject to the one hand, and any Affiliate or Representative terms of Stockholder on the other handsuch agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor Without limitation on any of its controlled Affiliates (MGEX’s, MGEX Holdings’ or MGEX Merger Sub’s other than the Company or its Subsidiaries) shallobligations under this Agreement, each of MGEX, MGEX Holdings and shall not authorize or permit its Representatives (it being understood MGEX Merger Sub agrees that, for purposes hereof, a Representative from and after the date hereof until the earlier of the Company shall Closing or the termination of this Agreement in accordance with its terms, it will not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in hisand will cause its respective officers, her or managers, directors, employees, investment bankers, consultants, advisors, representatives and other agents (collectively herein “Representatives”) and its capacity as a stockholder of the Company subsidiaries and their respective Representatives not as an officer, director or employee of the Company) to, directly or indirectly, : (i) initiateparticipate in any discussions or negotiations with, encourageprovide any information (including the terms of this Agreement or any letter of intent or term sheet relating to the Mergers, whether orally or in writing), or to otherwise cooperate with, knowingly assist, or participate in, facilitate or encourage any effort by, any third party (or any representative of such third party) that has made, is seeking to make, has informed MGEX, MGEX Holdings or MGEX Merger Sub of any intention to make, or has announced or stated an intention to make, any proposal that constitutes an Acquisition Proposal; (ii) solicit, assist, induce initiate or facilitate knowingly encourage any inquiries or the making, submission or announcement making of any Acquisition Inquiry Proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; or (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger sheet or similar agreement or other similar document or Contract relating definitive agreement with respect to any Acquisition Inquiry or an Acquisition Proposal. (b) Upon Within three (3) Business Days after receipt of an Acquisition Proposal, MGEX, MGEX Holdings or MGEX Merger Sub, as applicable, shall provide Acquiror with written notice of the execution hereofmaterial terms and conditions of such Acquisition Proposal and the identity of the Person making any such Acquisition Proposal or inquiry. (c) Notwithstanding anything in this Agreement to the contrary, Stockholder prior to the receipt of the Member Approval: (i) the board of directors of MGEX shall be permitted to withhold, withdraw, qualify or modify its recommendation of the adoption or approval of this Agreement and the Merger (“Change in MGEX Recommendation”) subject to the following conditions: (A) it has received an unsolicited bona fide written Acquisition Proposal from a third party and its board of directors concludes in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal; (B) its board of directors after consultation with its outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (C) prior written notice shall have been provided to Acquiror that the MGEX board of directors is prepared to effect a Change in MGEX Recommendation, which notice shall attach the most current version of any written proposal relating to the transaction that constitutes such Superior Proposal; (D) Acquiror does not make, within five (5) Business Days after the receipt of such notice, a proposal that the board of directors of MGEX determines in good faith, after consultation with its financial advisors and outside legal counsel, is at least as favorable to the Members as such Superior Proposal or obviates the need for a Change in MGEX Recommendation for any reason other than a Superior Proposal; and (E) MGEX and its Representatives shall, during the five (5) Business Day period prior to its board of directors effecting a Change in MGEX Recommendation, negotiate in good faith with Acquiror and its Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by A▇▇▇▇▇▇▇; (ii) each of MGEX and its board of directors shall be permitted to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, subject to the following conditions: (A) the MGEX board of directors concludes in good faith (after consultation with its outside legal counsel and financial advisors) that there is a reasonable likelihood that such Acquisition Proposal would result in a Superior Proposal; (B) the MGEX board of directors after consultation with its outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (C) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the MGEX board of directors receives from such Person an executed confidentiality agreement with terms no less restrictive, in the aggregate, than those contained in the Confidentiality Agreement; and (D) neither MGEX, MGEX Holdings nor MGEX Merger Sub is then in material breach of its obligations under this Section 5.2. (d) Each of MGEX, MGEX Holdings, and MGEX Merger Sub, as applicable, shall, and shall cause its respective officers, directors, employees, agents and Representatives to, immediately cease and cause to be terminated all existing any activities, discussions or negotiations existing as of the date of this Agreement with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale Proposal. Each of Shares held by StockholderMGEX, MGEX Holdings and MGEX Merger Sub shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and use reasonable best efforts to promptly inform its Affiliates) with respect to any sale Representatives of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions obligations set forth in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand5.2.

Acquisition Proposals. (a) Stockholder Parent agrees that that, except as otherwise agreed among the parties, neither it Parent nor any Parent Subsidiaries nor any of its controlled Affiliates the respective employees, officers, directors, agents or representatives (other than including counsel, financial advisors and accountants) of Parent or the Company or its Subsidiaries) Parent Subsidiaries shall, and Parent shall cause such Persons not authorize to, initiate, solicit or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) toencourage, directly or indirectly, (i) initiate, encourage, solicit, assist, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Inquiry proposal or Acquisition Proposal; offer (iiincluding, without limitation, any proposal or offer to stockholders of Parent or any Parent Subsidiary) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to a merger, consolidation, acquisition, disposition or similar transaction involving, or any Acquisition Inquiry purchase of all or any significant portion of the assets or any equity securities or ownership interests of, International or any International Subsidiary (any such proposal or offer being hereinafter referred to as an "International Acquisition Proposal; "), or (iv) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an International Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or International Acquisition Proposal. (b) Upon the execution hereof, Stockholder . Parent shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry of the foregoing. Parent shall take all necessary steps to inform the Persons referred to in the first sentence of this Section of the obligations undertaken by Parent in this Section. Parent shall notify Purchaser immediately if any such inquiries or Acquisition Proposal proposals are received by, any such information is requested from, or sale any such negotiations or discussions are sought to be initiated or continued with Parent, any Parent Subsidiary or, to its knowledge, any of Shares held the Persons referred to in the first sentence of this Section. Parent shall promptly request each Person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring any assets, liabilities and/or equity securities or ownership interests of International or any International Subsidiary to return all confidential information heretofore furnished to such person by Stockholderor on behalf of Parent or any Parent Subsidiary. (b) Purchaser and Lyonnaise agree that, prior to the Share Closing, except as otherwise agreed among the parties, neither Purchaser, Lyonnaise nor any of their respective Subsidiaries nor any of their respective employees, officers, directors, agents or representatives (including counsel, financial advisors and accountants) shall, and Purchaser and Lyonnaise shall refrain from engaging in cause such Persons not to, initiate, solicit or encourage, directly or EXECUTION COPY indirectly, any future discussions inquiries or negotiations between Stockholder and the making of any Person proposal or offer (other than Parent and its Affiliatesincluding, without limitation, any proposal or offer to stockholders of Purchaser, Lyonnaise or any of their respective Subsidiaries) with respect to a merger, consolidation, acquisition, disposition or similar trans action involving, or any sale purchase of all or any Shares held by Stockholder significant portion of the assets or of the equity securities or ownership interests of Purchaser (other than any such proposal or offer being hereinafter referred to state that Stockholder is currently not permitted to as a "Purchaser Acquisition Proposal"), or engage in such any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to a Purchaser Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Purchaser Acquisition Proposal. Lyonnaise and Purchaser shall immediately cease and cause to be terminated any existing activities, discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) negotiations with any parties conducted heretofore with respect to any discussions of the foregoing which occur or negotiations with respect have occurred prior to the transfer Share Closing. Lyonnaise and Purchaser shall take all necessary steps to inform the Persons referred to in the first sentence of Shares permitted this Section of the obligations undertaken by Section 2.3Lyonnaise and Purchaser in this Section. Prior to the Share Closing, Lyonnaise and Purchaser shall notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or (ii) any such negotiations or discussions are sought to be initiated or continued with respect Purchaser, Lyonnaise, any of their respective Subsidiaries or, to its knowledge, any discussions between of the StockholderPersons referred to in the first sentence of this Section. Purchaser and Lyonnaise shall promptly request each Person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring any assets, liabilities and/or equity securities or ownership interests of Purchaser to return all confidential information heretofore furnished to such person by or on the one handbehalf of Purchaser, and Lyonnaise or any Affiliate or Representative of Stockholder on the other handtheir respective Subsidiaries.

Acquisition Proposals. (a) From the date hereof until the Termination Date, each Stockholder hereby covenants and agrees that neither it nor any of such Stockholder shall not, and shall cause its controlled Affiliates (other than the Company or and its Subsidiaries) shalland their directors, officers, employees not to, and shall not authorize or permit instruct and use its reasonable best efforts to cause its and its controlled Affiliates’ other Representatives (it being understood thatin each case, for purposes hereof, a Representative in their capacities as representatives of the Company shall Stockholder) not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) (1) solicit, initiate, encouragepropose, solicit, assist, knowingly induce or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry, proposal, indication of any Acquisition Inquiry interest or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company 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 afford to any Person access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any such case in connection with or in response to any Acquisition Inquiry Proposal or any inquiry, proposal, indication of interest or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in or continue discussions or negotiations with any Person with respect relating to an Acquisition Proposal (or inquiries, proposals, indications of interest or offers that would reasonably be expected to lead to an Acquisition Proposal) (in each case, other than informing such Persons of the existence of the provisions contained in this Section 3.1 and contacting the Person who has made any Acquisition Inquiry Proposal solely in order to clarify the terms of the Acquisition Proposal in connection with determining whether the Acquisition Proposal constitutes or would be reasonably expected to lead to a Superior Proposal); (iv) approve, endorse or recommend an Acquisition Proposal; or (ivv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any an Acquisition Inquiry or Acquisition Proposal. (b) Upon Transaction. Immediately upon the execution hereofof this Agreement, each Stockholder will cease and shall cause each of its controlled Affiliates and each of its and its controlled Affiliates’ directors, officers and employees to, and shall instruct and use its reasonable best efforts to cause its and its controlled Affiliates’ other Representatives to immediately cease and cause to be terminated all existing activitiesany discussions, discussions communications or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than the parties hereto and their respective Representatives) relating to an Acquisition Proposal (or inquiries, proposals, indications of interest or offers that could reasonably be expected to lead to an Acquisition Proposal). Notwithstanding anything in this Section ‎3.1 to the contrary, each Stockholder may, at the Company’s request and with substantially concurrent notice to Parent and its Affiliates) (which notice shall include the identity of the Person who has made the applicable Acquisition Proposal), engage in discussions with any Person who has made an Acquisition Proposal with respect to any sale which the Company Board is engaging in negotiations or discussions pursuant to and in compliance with Section 5.3 of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in the Merger Agreement, solely for the purpose of entering into a voting agreement with such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect Person on substantially similar terms to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handterms hereof.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the The Company or its Subsidiaries) shallshall not, and shall not authorize cause its Subsidiaries and its and its Subsidiaries’ directors, officers, and employees and shall direct and use reasonable best efforts to cause the attorneys, accountants, investment bankers and other advisors or permit its Representatives representatives (it being understood thatcollectively, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder “Representatives”) of the Company and its Subsidiaries not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, solicit or knowingly induce or encourage or otherwise knowingly facilitate (including by providing non-public information relating to the makingCompany and its Subsidiaries) any inquiries with respect to, submission or announcement of the making of, any Acquisition Inquiry Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal; , (ii) furnish engage, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential or nonpublic information regarding any Acquired Company to or data to, any Person in connection with with, relating to or for the purpose of encouraging or facilitating an Acquisition Proposal or any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, or (iv) execute or enter into any letter of intent, agreement in response principle, merger agreement, acquisition agreement or other similar written or oral agreement relating to any Acquisition Inquiry Proposal, and the Company shall not resolve or agree to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of any of the restrictions set forth in the preceding sentence by any Representatives of the Company or any of its Subsidiaries shall be a breach of this Section 5.4(a). The Company shall, shall cause each of its Subsidiaries and internal Representatives to, and shall direct and use its best efforts to cause each of its external Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations or other activities with any Person (other than Parent and the Merger Subs) in connection with an Acquisition Proposal; . The Company also agrees that it will promptly request each Person (iiiother than Parent and the Merger Subs) engage that has prior to the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof in accordance with the terms of the applicable confidentiality agreement, and shall terminate access to data rooms furnished in connection therewith. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing of the receipt by the Company or its Representatives of any inquiries, proposals or offers, any requests for information, or any requests for discussions or negotiations with the Company or any Person of its Representatives, in each case with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal, which notice shall include a summary of the material terms and conditions of, and the identity of the Person making, such Acquisition Proposal, inquiry, proposal or offer, and copies of any such written requests, proposals or offers, including proposed agreements, and thereafter shall keep Parent reasonably informed, on a current basis (and in any event within twenty-four (24) hours), of any material developments regarding any Acquisition Proposals or any material change to the terms and status of any such Acquisition Proposal. The Company agrees that neither it nor any of its Subsidiaries shall terminate, waive, amend, release or modify any provision of any existing standstill or similar agreement to which it or one of its Subsidiaries is a party, except that prior to, but not after, obtaining the Company Requisite Vote, if after consultation with, and taking into account the advice of, outside legal counsel, the Company Board determines that the failure to take such action would be reasonably likely to be a violation of its fiduciary duties under applicable Law, the Company may waive any agreement such standstill provision solely to the extent necessary to permit a third party to make, on a confidential basis, to the Company Board, an Acquisition Proposal conditioned upon such third party agreeing that the Company shall not be prohibited from providing any information to Parent (including regarding any such Acquisition Proposal) in principle, letter accordance with and otherwise complying with this Section 5.4. The Company shall promptly after the date of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating this Agreement terminate any waiver that may have heretofore been granted to any Person other than Parent or a Merger Sub under any confidentiality and standstill provisions of any confidentiality agreement entered into with respect to an Acquisition Inquiry Proposal or any offer, inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal. (b) Upon Notwithstanding anything to the execution hereofcontrary herein, Stockholder nothing contained herein shall immediately cease prevent the Company or the Company Board from: (i) taking and cause disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer), in each case, to the extent legally required, or from making any other disclosure to stockholders if, after consultation with, and taking into account the advice of, outside legal counsel, the Company Board determines that the failure to make such disclosure would be reasonably likely to be terminated all existing activities, discussions or negotiations with any parties a violation of its fiduciary duties under applicable Law (other than Parent and its Affiliates) conducted heretofore with respect to provided that neither the Company nor the Company Board may recommend any Acquisition Inquiry Proposal unless expressly permitted by Section 5.4(c), and provided, further, that any such disclosure that has the substantive effect of withdrawing or adversely modifying the Recommendation shall be deemed to be a Change of Recommendation); provided, further, that the issuance by the Company or the Company Board of a “stop, look and listen” communication as contemplated by Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to its stockholders) in which the Company indicates that the Company Board has not changed the Recommendation shall not constitute a Change of Recommendation; (ii) prior to, but not after, obtaining the Company Requisite Vote, (1) providing access to its properties, books and records and providing information or data or (2) engaging in negotiations or discussions, in each case in response to a request therefor by a Person or group who has made a bona fide written Acquisition Proposal that was made after the date hereof and was not initiated, solicited, encouraged or sale of Shares held by Stockholderfacilitated in, and did not otherwise arise from a, violation of Section 5.4 or any other violation of this Agreement, if the Company Board (A) shall refrain have determined in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that such Acquisition Proposal is reasonably expected to constitute, result in or lead to a Superior Proposal, (B) shall have determined in good faith, after consultation with, and taking into account the advice of, outside legal counsel, that the failure to provide such access or engage in such negotiations or discussions would be reasonably likely to be a violation of its fiduciary duties under applicable Law and (C) has received from engaging in any future discussions the Person so requesting such information or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations an executed Acceptable Confidentiality Agreement; provided, that any such access, information or data has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time such access, information or data is provided to such Person or group; provided, further, that, without limiting the requirements set forth in Section 5.4(a), the Company shall promptly, and in any event within twenty-four (24) hours, notify Parent if the Company furnishes any such access, information or data to Parent and/or enters into any discussions or negotiations; and (iii) prior to, but not after, obtaining the Company Requisite Vote, making a Change of Recommendation (but only if permitted by Section 5.4(c)). (c) Notwithstanding anything herein to the foregoingcontrary, if, at any time prior to, but not after, obtaining the Company Requisite Vote, the restrictions Company Board determines in good faith, after consultation with the Company’s financial advisor and outside legal counsel, in response to a bona fide written Acquisition Proposal that was made after the date hereof and was not initiated, solicited, encouraged or facilitated in, and did not otherwise arise from a, violation of Section 5.4 or any other violation of this Section 5.2 shall not apply Agreement, that such Acquisition Proposal constitutes a Superior Proposal (taking into account any adjustment to the terms and conditions of this Agreement proposed in writing by Parent and the Merger Subs in response to such Acquisition Proposal or otherwise) and, after consultation with outside legal counsel, the failure to take the action in (i) or (ii) below would be reasonably likely to be a violation of the Company Board’s fiduciary duties under applicable Law, the Company or the Company Board may (i) terminate this Agreement pursuant to Section 8.1(d)(ii) to enter into a definitive agreement with respect to such Superior Proposal or (ii) (1) withdraw, modify, qualify in any discussions manner adverse to Parent or change the Recommendation, or formally resolve to effect or publicly announce an intention to effect any of the foregoing or (2) approve, endorse or recommend or propose publicly to approve, endorse or recommend, an Acquisition Proposal (either, a “Change of Recommendation”); provided, however, that, if the Company terminates the Agreement pursuant to Section 8.1(d)(ii), the Company pays to Parent the Company Termination Fee required to be paid pursuant to Section 8.3(b)(i) concurrently with or prior to such termination; provided further that the Company will not be entitled to enter into such definitive agreement and to terminate this Agreement in accordance with Section 8.1(d)(ii) or effect a Change of Recommendation pursuant to this paragraph unless (x) the Company delivers to Parent a written notice (a “Company Notice”), advising Parent that the Company Board proposes to take such action and containing the material terms and conditions of the Superior Proposal that is the basis of the proposed action by the Company Board (including the identity of the party making such Superior Proposal and copies of any written proposals or offers, including proposed agreements) and (y) at or after 11:59 p.m., New York City time, on the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice (such period from the time a Company Notice is provided until 11:59 p.m. New York City time on the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), the Company Board reaffirms in good faith (after consultation with the Company’s outside legal counsel and financial advisor and taking into account any adjustment to the terms and conditions of this Agreement proposed in writing by Parent during the Notice Period) that such Acquisition Proposal continues to constitute a Superior Proposal and, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to be a violation of the Company Board’s fiduciary duties under applicable Law. If requested by Parent, the Company will, and will cause its Representatives to, during the Notice Period, engage in good faith negotiations with Parent and its Representatives to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal would cease to constitute a Superior Proposal. Any amendment to the financial terms or any other material amendment to the terms and conditions of a proposed agreement relating to a Superior Proposal will be deemed to be a new proposal or proposed agreement relating to a Superior Proposal for purposes of this Section 5.4(c) requiring a new Company Notice and an additional Notice Period, provided that the applicable Notice Period shall end at 11:59 p.m., New York City time, on the second (2nd) Business Day immediately following the day on which the Company delivered the Company Notice (it being understood and agreed that in no event shall any such additional Notice Period be deemed to shorten the initial four (4) Business Day Notice Period). Notwithstanding anything herein to the contrary, at any time prior to but not after obtaining the Company Requisite Vote, the Company Board may effect a Change of Recommendation referred to in clause (1) of such definition (other than in response to the receipt or making of an Acquisition Proposal) if there exists, with respect to the transfer Company or its Subsidiaries, any event, development, change, effect or occurrence that was not known by the Company Board or, if known, the consequences of Shares permitted by Section 2.3which were not known or reasonably foreseeable, or (ii) with respect to any discussions between as of the Stockholder, on the one handdate of this Agreement, and the Company Board shall have determined in good faith, after consultation with, and taking into account the advice of, outside legal counsel, that the failure of the Company Board to effect such a Change of Recommendation would be reasonably likely to be a violation of its fiduciary duties under applicable Law; provided, that the Company will not be entitled to effect such a Change of Recommendation pursuant to this sentence unless (1) the Company delivers to Parent a Company Notice advising Parent that the Company Board proposes to take such action and specifying, in reasonable detail, the reasons therefor and (2) at or after the end of the Notice Period, the Company Board reaffirms in good faith (after consultation with its outside legal counsel and financial advisors and taking into account any Affiliate or Representative adjustment to the terms and conditions of Stockholder on this Agreement proposed in writing by Parent during the other handNotice Period) that, taking into account the advice of outside legal counsel, the failure to effect such a Change of Recommendation pursuant to this sentence would be reasonably likely to be a violation of the Company Board’s fiduciary duties under applicable Law. If requested by Parent, the Company will, and will cause its Representatives to, during the Notice Period, engage in good faith negotiations with Parent and its Representatives to make such adjustments in the terms and conditions of this Agreement so that the Company Board shall not make the determination referred to in clause (2) of the immediately preceding sentence at the end of the Notice Period. (d) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Acquisition Proposals. (a) Stockholder agrees that neither it nor From and after the date of this Agreement, Bancorp and Peoples Bank shall, and Bancorp shall cause any other Bancorp Subsidiaries to, and each shall use its reasonable best efforts to cause any of its controlled Affiliates (other than and their Representatives to, immediately cease and cause to be terminated immediately all existing activities, discussions and negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. From and after the Company date of this Agreement until the earlier of the Effective Time or its Subsidiaries) shallthe termination hereof and except as permitted by the following provisions, Bancorp and Peoples Bank shall not, and Bancorp shall cause any other Bancorp Subsidiaries and each of its and their respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage the making of an Acquisition Proposal, induce (ii) except in accordance with Section 11.1(d), enter into any Contract or facilitate letter of intent with respect to any Acquisition Proposal (other than a confidentiality agreement entered into in accordance with the makingprovisions of this Section 9.7(a)) or (iii) other than informing Persons of the existence of the provisions contained in this Section 9.7, submission participate in any discussions or announcement negotiations regarding, or furnish or disclose to any Person (other than a party to this Agreement) any non-public information with respect to Bancorp or Peoples Bank in connection with any inquiries or the making of any Acquisition Inquiry proposal that constitutes, or is reasonably likely to lead to, any Acquisition Proposal; provided, however, that, at any time prior to the Bancorp Shareholders' Meeting, in response to an unsolicited Acquisition Proposal that the Board of Directors of Bancorp determines in good faith is reasonably likely to lead to a Superior Proposal, and which Acquisition Proposal was made after the date hereof and did not result from a material breach of this Section 9.7, Bancorp and Peoples Bank may (i) furnish information with respect to Bancorp and its Subsidiaries to the Person making such Acquisition Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement; provided, however, that all such information has previously been, or is, in substance, provided to the Company contemporaneously as it is provided to such Person, and (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage participate in discussions or negotiations with the Person making such Acquisition Proposal, and its officers, directors, employees, Representatives and agents regarding such Acquisition Proposal. (b) Neither the Board of Directors of Bancorp nor Peoples Bank nor any Person with respect committee thereof shall (i) (A) withdraw (or modify in a manner adverse to the Company), or publicly propose to withdraw (or modify in a manner adverse to the Company), the approval recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Mergers or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Inquiry or Acquisition Proposal; Proposal (any action described in this clause (i) being referred to as a "Bancorp Adverse Recommendation Change") or (ivii) otherwise facilitate approve or recommend, or allow Bancorp or any effort or attempt of the Bancorp Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal execute or enter into into, any agreement in principleContract, letter of intent, memorandum of understanding, term sheetagreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document agreement constituting or Contract relating related to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties Proposal (other than Parent and its Affiliatesone or more of the confidentiality agreements referred to in Section 9.7(a) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationshereof). (c) . Notwithstanding the foregoing, if, before the restrictions Bancorp Shareholders' Meeting, (x) Bancorp or Peoples Bank receives an Acquisition Proposal, (y) the Board of Directors of Bancorp or Peoples Bank shall have determined in good faith after consultation with outside counsel that the failure to take such action is reasonably likely to result in a breach of its fiduciary duties under applicable Law, and (z) Bancorp provides written notice (a "Notice of Adverse Recommendation") advising the Company that the Board of Directors of Bancorp or Peoples Bank has made the determination described in clause (y) above, then the Board of Directors of Bancorp or Peoples Bank may take either or both of the following actions: (A) make a Bancorp Adverse Recommendation Change and (B) simultaneously with or after termination of this Agreement in accordance with Section 5.2 11.1(d), approve and enter into a Contract relating to an Acquisition Proposal that constitutes a Superior Proposal. (c) From and after the date of this Agreement, unless the Board of Directors of Bancorp or Peoples Bank shall not apply have determined reasonably and in good faith that taking such action is reasonably likely to result in a breach of its fiduciary duties under applicable Law, Bancorp or Peoples Bank (ias applicable) with respect shall promptly (but in any event within twenty-four hours) advise the Company of the receipt of any inquiries, requests, proposals or offers relating to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3an Acquisition Proposal, or any request for nonpublic information relating to Bancorp or Peoples Bank (iias applicable) with respect to or any discussions between of their Subsidiaries by any Person that informs Bancorp or Peoples Bank or any Bancorp or Peoples Bancorp Representative that such Person is considering making, or has made, an Acquisition Proposal. Any such notice shall be made in writing, shall indicate the Stockholder, on material terms and conditions thereof and the one handidentity of the other party or parties involved, and shall include a copy of any Affiliate such written inquiry, request, proposal or Representative offer. Bancorp agrees that it shall keep the Company informed on a current basis of Stockholder on the other handstatus and terms of any Acquisition Proposal.

Acquisition Proposals. (a) Stockholder Without limiting GBC's other obligations under this Agreement (including under Article VI hereof), subject to Section 7.5(c) below, GBC agrees that from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, neither it nor any of its controlled Affiliates Subsidiaries shall, and it shall use its reasonable best efforts to cause its and its Subsidiaries' officers, directors, employees, agents and representatives (other than the Company including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making, submission or announcement making of any proposal or offer with respect to, or a transaction to effect, any GBC Acquisition Inquiry or Acquisition Proposal; Proposal (as defined below), (ii) furnish have any discussions with or otherwise provide access to any confidential information regarding any Acquired Company or data to any Person in connection with or in response relating to any Acquisition Inquiry or a GBC Acquisition Proposal; (iii) , or engage in discussions or any negotiations with any Person with respect to any Acquisition Inquiry or concerning a GBC Acquisition Proposal; , or (iv) otherwise knowingly facilitate any effort or attempt to make or implement an a GBC Acquisition Inquiry Proposal, (iii) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any GBC Acquisition Proposal Proposal, (iv) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating agreement related to any GBC Acquisition Inquiry Proposal or Acquisition Proposal(v) waive, amend, modify or grant any release under any standstill or similar agreement or confidentiality agreement (other than the Confidentiality Agreement) to which it or any of its Subsidiaries is a party. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of GBC's Subsidiaries or any of GBC's or its Subsidiaries' officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by GBC or its Subsidiaries) shall be a breach of this Section 7.5(a) by GBC. (b) Upon For purposes of this Agreement, "GBC Acquisition Proposal" means any inquiry, proposal or offer from any Person with respect to (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GBC or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the execution hereofSEC), Stockholder shall immediately cease (B) any direct or indirect purchase or sale, lease, exchange, transfer or other disposition of 15% or more of the consolidated assets (including stock of GBC's Subsidiaries) of GBC and cause to be terminated all existing activitiesits Subsidiaries, discussions taken as a whole, or negotiations (C) any direct or indirect purchase or sale of, or tender or exchange offer for, or similar transaction with respect to, the equity securities of GBC that, if consummated, would result in any parties Person (or the stockholders of such Person) beneficially owning securities representing 15% or more of the total voting power of GBC (or of the surviving parent entity in such transaction), including in the case of each of clauses (A) through (C), any single or multi-step transaction or series of related transactions (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry an inquiry, proposal or Acquisition Proposal offer made by Fortune or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsa Subsidiary thereof). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Except as expressly permitted under Section 3(b) hereof, each Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, shall not and shall not authorize or permit use its reasonable best efforts to cause its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate, induce or knowingly facilitate or encourage any inquiries or the making, submission or announcement making of any Acquisition Inquiry proposal or Acquisition offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal; , (ii) furnish other than to inform any Person of the existence of the provisions contained in this Section 3, enter into, continue or otherwise provide access to participate in any information regarding any Acquired Company discussions or negotiations regarding, or furnish to any Person any information with respect to, or knowingly cooperate in connection with any way that would otherwise reasonably be expected to lead to an Alternative Transaction Proposal or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions approve or negotiations recommend, or make any public statement approving or recommending, any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, and no Stockholder shall, alone or together with any Person with respect to other Person, make an Alternative Transaction Proposal. If any Acquisition Inquiry Stockholder receives any inquiry or Acquisition Proposal; proposal regarding any Alternative Transaction Proposal (other than an Alternative Transaction Proposal described in Section 3(b) hereof), such Stockholder shall promptly inform Parent of such inquiry or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposalproposal and the details thereof. (b) Upon Notwithstanding anything to the execution hereofcontrary in this Agreement, until the Keep-Shop Expiration Time: (i) each Stockholder shall immediately cease and cause to be terminated all existing activities, its Representatives may engage in discussions or and negotiations with any parties the Excluded Party (other than Parent and its AffiliatesRepresentatives) conducted heretofore with which, as of May 29, 2019 and thereafter, such Stockholder and/or its Representatives have been in discussions regarding support of an Alternative Transaction Proposal from such Excluded Party, with respect to such Alternative Transaction Proposal, including, without limitation, voting agreements, possible equity roll-overs, and additional equity and/or debt investments; and (ii) enter into agreements with such Excluded Party with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale the foregoing effective on termination of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)the Merger Agreement. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder Bancshares agrees that neither it nor any of its controlled Affiliates Subsidiaries nor any of the respective officers and directors of Bancshares or its Subsidiaries shall, and Bancshares shall direct and use its reasonable best efforts to cause its employees, agents and representatives (other than the Company including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) shallnot to, and shall not authorize initiate, solicit or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) toencourage, directly or indirectly, (i) initiate, encourage, solicit, assist, induce any enquiries or facilitate the making, submission or announcement making of any Acquisition Inquiry proposal or Acquisition Proposal; offer (iiincluding, without limitation, any proposal or offer to stockholders of Bancshares) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to a merger, consolidation or similar transaction involving, or any Acquisition Inquiry purchase of all or any significant portion of the assets or any equity securities of, Bancshares or its Significant Subsidiary (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal; ") or, except to the extent legally required for the discharge by the Bancshares Board of its fiduciary duties as advised in writing by its counsel, engage in any negotiations concerning, or (iv) provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder . Bancshares shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties (other than Parent and its Affiliates) conducted heretofore Wachovia with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Inquiry or Proposal. Bancshares shall promptly (within 24 hours) advise Wachovia following the receipt by Bancshares of any Acquisition Proposal or sale and the substance thereof (including the identity of Shares held by Stockholderthe person making such Acquisition Proposal), and shall refrain from engaging in advise Wachovia of any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) developments with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Acquisition Proposal immediately upon the occurrence thereof. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any During the period from the date of its controlled Affiliates (other than this Agreement through the Company Closing Date or its Subsidiaries) shallthe termination of this Agreement pursuant to ARTICLE 9, each Target Entity shall not, and shall cause its respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, take any action to solicit, encourage (i) including by providing information or assistance), initiate, encourage, solicit, assist, induce facilitate or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with with, or provide or make available any Person with respect information to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement with any Person (other than a Buyer Entity and their Representatives) concerning any Acquisition Proposal or other similar document or Contract relating inquiry that could reasonably be expected to lead to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof. Each Target Entity shall, Stockholder and shall cause their respective Representatives to, immediately cease and cause to be terminated all existing activitiesdiscussions, discussions or conversations, negotiations and other communications with any parties (other than Parent and its Affiliates) Person conducted heretofore with respect to any Acquisition Inquiry of the foregoing and request the prompt return or Acquisition Proposal or sale destruction of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and all confidential information previously furnished to any Person (other than Parent the Buyer Entities and its Affiliatestheir Representatives) with respect that has made or indicated an intention to make an Acquisition Proposal. If any Target Entity or their respective Representatives receives any request for nonpublic information or any inquiry that could reasonably be expected to lead to any sale Acquisition Proposal, Target shall as promptly as practicable (but in no event more than two Business Days) notify Buyer in writing of any Shares held by Stockholder the receipt of such Acquisition Proposal, request or inquiry and the terms and conditions of such Acquisition Proposal, request or inquiry (other than to state that Stockholder is currently not permitted to engage including, in such discussions or negotiations). (c) Notwithstanding the foregoingeach case, the restrictions identity of the Person making any such Acquisition Proposal, request or inquiry), and Target shall as promptly as practicable (but in this Section 5.2 shall not apply no event more than two Business Days) provide to Buyer (ia) with respect to any discussions a copy of such Acquisition Proposal, request or negotiations with respect to the transfer of Shares permitted by Section 2.3inquiry, if in writing, or (iib) a written summary of the material terms of such Acquisition Proposal, request or inquiry, if oral. Target shall provide Buyer as promptly as practicable (but in no event more than two Business Days) with respect notice setting forth all such information as is necessary to any discussions between the Stockholder, keep Buyer informed on the one hand, and any Affiliate a current basis in all material respects of all communications regarding (including material amendments or Representative of Stockholder on the other handproposed material amendments to) such Acquisition Proposal request or inquiry.

Acquisition Proposals. (a) Stockholder agrees Except as expressly provided in this Article 5 or to the extent that neither it nor any the Purchaser, in its sole and absolute discretion, has otherwise consented to in writing (which consent may be withheld, conditioned or delayed in the Purchaser’s sole and absolute discretion), until the earlier of its controlled Affiliates (other than the Company Effective Time or its Subsidiaries) shallthe date, and shall not authorize or permit its Representatives (it being understood thatif any, for purposes hereofon which this Agreement is terminated pursuant to Section 6.1, a Representative of the Company shall not constitute a Representative and shall cause its subsidiaries and their respective Representatives to not, directly or indirectly through any other person: (i) make, initiate, solicit, promote, entertain or encourage (including by way of a Stockholder unless such Stockholder shall have separately engaged furnishing or directed such Person in hisaffording access to information or any site visit or entering into any form of agreement, her arrangement or its capacity as a stockholder of the Company and not as understanding (other than an officerAcceptable Confidentiality Agreement)), director or employee of the Company) totake any other action that facilitates, directly or indirectly, any inquiry or the making of any inquiry, proposal or offer with respect to an Acquisition Proposal or that reasonably could be expected to constitute or lead to an Acquisition Proposal; or (ii) participate directly or indirectly in any discussions or negotiations with, furnish confidential information to, or otherwise co-operate in any way with, any person (other than the Purchaser and its subsidiaries) regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to constitute or lead to an Acquisition Proposal; or (iii) make or propose publicly to make a Company Change of Recommendation; or (iv) agree to, approve, accept, recommend, enter into, or propose publicly to agree to, approve, accept, recommend or enter into, any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with terms hereof); or (v) make any public announcement or take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the approval or recommendation of the Company Board of the transactions contemplated hereby. (b) The Company shall, and shall cause its subsidiaries and their respective Representatives to, immediately cease and terminate any solicitation, encouragement, discussion, negotiation or other activities with any person (other than the Purchaser, its subsidiaries and their respective Representatives) conducted prior to the date hereof by the Company or any of its Representatives or its subsidiaries and their Representatives with respect to any Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to constitute or lead to an Acquisition Proposal and, in connection with such termination, the Company will immediately discontinue access to and disclosure of any and all information including its confidential information, and access to any data room, virtual or otherwise, to any person (other than access by the Purchaser and its Representatives) and will as soon as possible, and in any event within two Business Days after the date hereof, request, and use its commercially reasonable efforts to 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 regarding the Company or its subsidiaries previously provided in connection therewith to any person (other than the Purchaser and its Representatives) to the extent such confidential information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled. (c) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Company receives a bona fide written Acquisition Proposal from any person after the date hereof and prior to the approval of the Arrangement Resolution by Company Shareholders that did not result from a breach of this Section 5.1, and subject to the Company’s compliance with Section 5.1(d), the Company and its Representatives may (i) initiatefurnish or provide access to or disclosure of information with respect to it to such person pursuant to an Acceptable Confidentiality Agreement, encourageif and only if (y) the Company provides a copy of such Acceptable Confidentiality Agreement to the Purchaser promptly upon its execution, solicitand (z) the Company provides to the Purchaser any non-public information concerning the Company that it intends to provide to such person that was not previously provided to the Purchaser or its Representatives prior to providing to such person, assistand (ii) engage in or participate in any discussions or negotiations regarding such Acquisition Proposal; provided, induce however, that, prior to taking any action described in clauses (i) or facilitate (ii) above, the makingCompany Board determines in good faith, submission or announcement after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal, if consummated in accordance with its terms would reasonably be expected to constitute a Superior Proposal. (d) The Company shall promptly (and, in any event, within 24 hours of receipt by the Company) notify the Purchaser, at first orally and thereafter in writing, of any Acquisition Inquiry Proposal (whether or not in writing) received by the Company, any inquiry received by the Company that could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request received by the Company for non-public information relating to the Company in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any person that informs the Company that it is considering making an Acquisition Proposal, including a copy of any written Acquisition Proposal, a description of the material terms and conditions of such inquiry or request and the identity of the person making such Acquisition Proposal, inquiry or request, and promptly provide to the Purchaser such other information concerning such Acquisition Proposal, inquiry or request as the Purchaser may reasonably request, including all material or substantive correspondence relating to such Acquisition Proposal. Thereafter, the Company will keep the Purchaser promptly and fully informed of the status, developments and details of any such Acquisition Proposal, inquiry or request, including any material changes, modifications or other amendments thereto. (e) Except as expressly permitted by this Section 5.1, neither the Company Board, nor any committee thereof shall: (i) make a Company Change of Recommendation; (ii) furnish accept, approve, endorse or otherwise provide access recommend or publicly propose to accept, approve, endorse or recommend any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage permit the Company to accept or enter into, or publicly propose to enter into (or permit any such actions in discussions the case of the Company Board or negotiations with any Person committee thereof), any letter of intent, memorandum of understanding or other Contract, agreement in principle, acquisition agreement, merger agreement or similar agreement or understanding (an “Acquisition Agreement”) with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt permit the Company to make or implement an Acquisition Inquiry or Acquisition Proposal accept or enter into any agreement in principleContract requiring the Company to abandon, letter terminate or fail to consummate the Arrangement or providing for the payment of intentany break, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement termination or other similar document fees or Contract expenses to any person proposing an Acquisition Proposal in the event that the Company completes the transactions contemplated hereby or any other transaction with the Purchaser or any of its affiliates. (f) Notwithstanding anything to the contrary contained in Section 5.1(e), in the event the Company receives a bona fide Acquisition Proposal from any person after the date hereof and prior to the approval of the Arrangement Resolution by Company Shareholders that the Company Board has determined is a Superior Proposal, then the Company Board may, prior to the approval of the Arrangement Resolution by Company Shareholders, make a Company Change of Recommendation or enter into an Acquisition Agreement with respect to such Superior Proposal, but only if: (i) the Company has been, and continues to be, in compliance with the terms of this Article 5 in all material respects; (ii) the Company has given written notice to the Purchaser that it has received such Superior Proposal and that the Company Board has determined that (x) such Acquisition Proposal constitutes a Superior Proposal and (y) the Company Board intends to make a Company Change of Recommendation and/or enter into an Acquisition Agreement with respect to such Superior Proposal, in each case promptly following the making of such determination, together with a summary of the material terms of any proposed Acquisition Agreement or other agreement relating to such Superior Proposal (together with a copy of such agreement and any ancillary agreements and supporting materials) to be executed with the person making such Superior Proposal, and, a written notice from the Company Board regarding the value or range of values in financial terms that the Company Board has, in consultation with financial advisors, determined should be ascribed to any non-cash consideration offered in the Superior Proposal; (iii) a period of five full Business Days (the “Superior Proposal Notice Period”) shall have elapsed from the later of the date the Purchaser received the notice and documents from the Company referred to in Section 5.1(f)(ii) and, if applicable, the notice from the Company Board with respect to any non-cash consideration as contemplated in Section 5.1(f)(ii), and the date on which the Purchaser received the summary of material terms and copies of agreements and supporting materials set out in Section 5.1(f)(ii); (iv) if the Purchaser has proposed to amend the terms of the Arrangement in accordance with Section 5.1(g), the Company Board shall have determined in good faith, after consultation with its financial advisors and outside legal counsel, that (x) the Acquisition Inquiry Proposal remains a Superior Proposal compared to the Arrangement as proposed to be amended by the Purchaser; (v) in the event the Company intends to enter into an Acquisition Agreement, the Company concurrently terminates this Agreement pursuant to Section 6.1(d)(iii) [Superior Proposal]; and (vi) the Company has previously paid, or concurrently pays, to the Purchaser the Termination Fee pursuant to Section 5.2. (g) The Company acknowledges and agrees that during the Superior Proposal Notice Period or such longer period as the Company may approve for such purpose, in its sole discretion, the Purchaser shall have the right, but not the obligation, to propose to amend the terms of this Agreement and the Arrangement in accordance with this Section 5.1(g). The Company Board will review in good faith any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Acquisition Proposal that previously constituted a Superior Proposal ceasing to be a Superior Proposal. The Company agrees that, subject to the Company’s disclosure obligations under applicable Securities Laws, the fact of the making of, and each of the terms of, any such proposed amendments shall be kept strictly confidential and shall not be disclosed to any person (including without limitation, the person having made the Superior Proposal), other than the Company’s Representatives, without the Purchaser’s prior written consent. If the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of the amendments proposed by the Purchaser, the Company will forthwith so advise the Purchaser and the Parties will amend the terms of this Agreement and the Arrangement to reflect such offer made by the Purchaser, and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Company Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal remains a Superior Proposal and therefore rejects the Purchaser’s offer to amend this Agreement and the Arrangement, if any, the Company may, subject to compliance with the other provisions hereof, make a Company Change of Recommendation and/or enter into an Acquisition Agreement with respect to such Superior Proposal. (bh) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to Each successive modification of any Acquisition Inquiry or Proposal shall constitute a new Acquisition Proposal or sale for the purposes of Shares held by Stockholder, Section 5.1(f) and shall refrain require a new five full Business Day Superior Proposal Notice Period from engaging the date described in any future discussions or negotiations between Stockholder and any Person (other than Parent and its AffiliatesSection 5.1(f)(iii) with respect to any sale such new Acquisition Proposal. In circumstances where the Company provides the Purchaser with notice of any Shares held a Superior Proposal and all documentation contemplated by Stockholder (other Section 5.1(f)(ii) on a date that is less than 10 Business Days prior to state the Company Meeting, the Company may, and upon the request of the Purchaser, the Company shall, adjourn or postpone the Company Meeting in accordance with the terms of this Agreement to a date that Stockholder is currently not permitted more than 10 days after the scheduled date of such Company Meeting, provided, however, that the Company Meeting shall not be adjourned or postponed to engage in such discussions or negotiations)a date later than the tenth Business Day prior to the Outside Date. (ci) Notwithstanding The Company Board shall reaffirm the foregoing, the restrictions in this Section 5.2 shall not apply Company Board Recommendation by news release promptly after (i) with respect to the Company Board has determined that any discussions Acquisition Proposal is not a Superior Proposal if the Acquisition Proposal has been publicly announced or negotiations with respect to the transfer of Shares permitted by Section 2.3, made; or (ii) with respect the Company Board makes the determination referred to in Section 5.1(g) that an Acquisition Proposal that has been publicly announced or made and which previously constituted a Superior Proposal has ceased to be a Superior Proposal, and the Parties have so amended the terms of this Agreement and the Arrangement. The Purchaser and its outside legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such news release and the Company shall give reasonable consideration to all amendments to such press release requested by the Purchaser and its outside legal counsel. Such news release shall state that the Company Board has determined that such Acquisition Proposal is not a Superior Proposal. (j) The Company will not become a party to any discussions between Contract with any person subsequent to the Stockholderdate hereof that limits or prohibits the Company from (i) providing or making available to the Purchaser and its affiliates and Representatives any information provided or made available to such person or its officers, directors, employees, consultants, advisors, agents or other representatives (including solicitors, accountants, investment bankers and financial advisors) pursuant to an Acceptable Confidentiality Agreement described in this Section 5.1 or (ii) providing the Purchaser and its affiliates and Representatives with any other information required to be given to it by the Company under this Section 5.1. (k) Notwithstanding the foregoing or any other provisions of this Agreement, the Company Board has the right to respond, within the time and in the manner required by NI 62-104 and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal or otherwise as required or permitted by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, provided that (i) in the good faith judgement of the Company Board, after consultation with outside legal counsel, failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law, (ii) the Company provides the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the one handform and content of any such disclosure, including but not limited to the directors’ circular or otherwise, and (iii) the Company considers all reasonable amendments to such disclosure as requested by the Purchaser and its outside legal counsel, acting reasonably. Further, nothing in this Agreement shall in any Affiliate or Representative of Stockholder on event prevent the other hand.Company Board from making any disclosure to the Company Shareholders if the Company Board, acting in good

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder SSI shall immediately cease terminate and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Proposal. SSI shall notify Parent immediately if any Acquisition Proposal is received by SSI, indicating the name of the Person making such proposal or sale of Shares held inquiry and the terms and conditions thereof. (b) From and after the date hereof, unless and until this Agreement is terminated according to its terms or except as expressly permitted by Stockholderthis Section 2.2, SSI shall not, and shall refrain not authorize or permit its officers, directors, employees, investment bankers, attorneys, accountants or other agents to, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal that constitutes or is reasonably likely to lead to any Acquisition Proposal; (ii) enter into any agreement with respect to any Acquisition Proposal; (iii) approve, recommend, or propose publicly to approve or recommend, or execute or enter into any merger agreement, acquisition agreement or similar agreement resulting from engaging any Acquisition Proposal; or (iv) in the event of an unsolicited written proposal in respect of an Acquisition Proposal, engage in negotiations or discussions with, or provide any future discussions information or negotiations between Stockholder and data to, any Person (other than Parent Parent, any of its Affiliates or representatives and its Affiliatesexcept for information that has been previously publicly disseminated by the Company) with respect relating to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Acquisition Proposal. (c) Notwithstanding the foregoingprovisions of Section 2.2(b), SSI (and its officers, directors, employees, investment bankers, attorneys, accountants and other agents and representatives) may, at any time prior to the restrictions Company Stockholders’ Meeting, provide information to, and engage in this Section 5.2 shall not apply discussions or negotiations concerning an Acquisition Proposal with any third party who seeks, without prior solicitation (other than solicitations occurring prior to the date hereof) by SSI or its directors, officers, employees, agents or representatives, to initiate such discussions or negotiations if, and only to the extent that, in response to a bona fide written Acquisition Proposal, (A) the SSI Board has determined in good faith, after consultation with its legal and financial advisors, that such discussions may reasonably lead to an SSI Superior Proposal and (B) prior to furnishing such information to, or entering into discussions with such third party, SSI receives from such third party an executed confidentiality agreement containing terms customary in transactions of such nature and SSI notifies Parent of its intention to negotiate with such third party one (1) Business Day prior to engaging in any such negotiations. Except as set forth below, neither the SSI Board nor any committee thereof may (i) effect a change in SSI’s recommendation to approve the SSI Shareholder Proposal, (ii) approve or recommend or propose publicly to approve or recommend voting in favor of a transaction set forth in any Acquisition Proposal or (iii) cause SSI to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, in response to a bona fide unsolicited written Acquisition Proposal from a third party that the SSI Board determines in good faith, after consultation with its legal and financial advisors, is an SSI Superior Proposal, the SSI Board may change its recommendation and may enter into a definitive agreement with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.such Acquisition

Acquisition Proposals. (a) Stockholder agrees that neither it Except with respect to this Agreement and the transactions contemplated hereby, no FSB Company nor CBC Company nor any of its controlled Affiliates director, employee, investment banker, attorney, accountant or other representative thereof (other than the collectively, "Representatives") retained by any FSB Company or its Subsidiaries) shallCBC Company, and as the case may be, shall not authorize directly or permit its Representatives (it being understood that, for purposes hereof, a Representative of indirectly solicit any Acquisition Proposal by any Person. Except to the Company shall not constitute a Representative extent necessary to comply with the fiduciary duties of a Stockholder unless such Stockholder Party's Board of Directors as advised by counsel, no FSB Company nor CBC Company nor Representative thereof, shall have separately engaged or directed such Person in hisfurnish any non-public information that it is not legally obligated to furnish, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) negotiate with respect to, directly or indirectlyenter into any Contract with respect to, any Acquisition Proposal, but a Party may communicate information about such an Acquisition Proposal to its shareholders if and to the extent that it is required to do so in order to comply with its legal obligations as advised by counsel. Each Party shall promptly notify the other orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. (b) Except as set forth herein, neither FSB nor CBC shall (i) initiatewithdraw or modify, encourageor propose to withdraw or modify, solicitin a manner adverse to the other Party, assistthe approval or recommendation of its Board of Directors of this Agreement or the Merger, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish approve or otherwise provide access recommend, or propose to any information regarding any Acquired Company to any Person in connection with approve or in response to recommend, any Acquisition Inquiry Proposal or Acquisition Proposal; (iii) engage in discussions or negotiations with enter into any Person agreement with respect to any Acquisition Inquiry Proposal. Notwithstanding the foregoing, if in the opinion of the Board of Directors of FSB or CBC, as applicable, after consultation with counsel, failure to do so would be inconsistent with its fiduciary duties to its shareholders under applicable law, then the Board of Directors of FSB or CBC, as applicable, may (subject to the terms of this section (b)) withdraw or modify its approval or recommendation of this Agreement or the Merger, approve or recommend an Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal , or enter into any an agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to an Acquisition Proposal, in each case at any time after the second business day following the receipt of written notice (a "Notice of Acquisition Inquiry Proposal") by CBC or FSB, as applicable, advising it that the other Party has received an Acquisition Proposal or sale Proposal, specifying the material terms and conditions of Shares held by Stockholder, such proposal and identifying the Person making such proposal; provided that neither Party shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) enter into an agreement with respect to any sale an Acquisition Proposal unless it shall have furnished the other Party with written notice no later than 12:00 noon Georgia time one (1) day in advance of any Shares held by Stockholder (other than date that it intends to state that Stockholder is currently not permitted to engage in enter into such discussions or negotiations)agreement. (c) Notwithstanding In addition to the foregoingobligations set forth in section (b) above, each Party shall immediately advise the other Party orally and in writing of any request for information or of any Acquisition Proposal, or any inquiry with respect to or which could lead to an Acquisition Proposal, the restrictions material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making a request, Acquisition Proposal or inquiry. FSB or CBC, as the case may be, shall keep the other Party fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. (d) Nothing contained in this Section 5.2 8.7 shall not apply prohibit FSB or CBC, as the case may be, from making any disclosure to its shareholders if, in the opinion of its Board of Directors, after consultation with counsel, failure to so disclose would be inconsistent with federal securities laws or its fiduciary duties to its shareholders under applicable law; provided that the applicable Party does not, except as permitted by section (ib) with respect above, withdraw or modify, or propose to any discussions withdraw or negotiations modify, its position with respect to the transfer of Shares permitted by Section 2.3Merger or approve or recommend, or (ii) with respect propose to any discussions between the Stockholderapprove or recommend, on the one hand, and any Affiliate or Representative of Stockholder on the other handan Acquisition Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither it nor TAL shall not, and shall cause each of its Subsidiaries (and any of its controlled Affiliates (other than the Company employees or directors of it or its Subsidiaries) shallnot to, and shall use its reasonable best efforts to cause its and their respective Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, solicit, knowingly encourage, solicit, assist, knowingly induce or knowingly facilitate any inquiries regarding, or the making, submission or announcement making of any proposal or offer relating to, any transaction (other than any transaction permitted or contemplated by this Agreement) to effect a TAL Acquisition Inquiry Proposal, (ii) except as expressly permitted by this Section 7.4, have any discussions with or provide any confidential information or data relating to TAL or any of its Subsidiaries to any Person relating to a TAL Acquisition Proposal or with any Person who, to the Knowledge of TAL, is considering making a TAL Acquisition Proposal or engage in any negotiations concerning a TAL Acquisition Proposal, or (iii) except as expressly permitted by this Section 7.4, approve, recommend, execute or enter into, or propose to approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other agreement related to any TAL Acquisition Proposal (other than an Acceptable TAL Confidentiality Agreement entered into pursuant to Section 7.4(b)(i)) or propose or agree to do any of the foregoing. Nothing in this Section 7.4 shall prohibit TAL or its Board of Directors, directly or indirectly through any officer, employee or Representative, from informing any Person that TAL is a party to this Agreement and referring such person to this Section 7.4 in response to an unsolicited inquiry. Following the execution of this Agreement, TAL shall immediately cease, and shall cause its respective Subsidiaries and Representatives to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to a TAL Acquisition Proposal, or any proposal that could reasonably be expected to lead to a TAL Acquisition Proposal and shall request to have returned promptly to TAL, or destroyed, any confidential information that has been provided in any such discussions or negotiations. (b) Notwithstanding anything to the contrary in this Agreement, TAL and its Board of Directors shall be permitted, (w) to the extent applicable, to comply with Rule 14d-9 and Rule 14e-2, or make any “stop-look-listen” communication to TAL stockholders pursuant to Rule 14d-9(f), each as promulgated under the Exchange Act with regard to a TAL Acquisition Proposal; provided, however, that this clause (iiw) furnish shall not permit TAL or otherwise its Board of Directors to make a Change in TAL Recommendation except as expressly permitted by clause (y) or clause (z) of this Section 7.4(b), (x) subject to Section 7.4(c), to engage in any discussions or negotiations with, or provide any confidential information or data and afford access to the business, properties, assets, books or records of TAL or any of its Subsidiaries to, any Person in response to an unsolicited (after the date hereof) written TAL Acquisition Proposal under circumstances not resulting from any breach by TAL of this Section 7.4, (y) to effect a Change in TAL Recommendation or terminate this Agreement in accordance with Section 9.1(g) in order to enter into a binding written agreement with respect to a TAL Superior Proposal, or (z) to effect a Change in TAL Recommendation in response to an Intervening Event, in each case if and only if: (i) in the case of clause (x) above, (1) the TAL Stockholders Meeting has not occurred, (2) TAL has complied with this Section 7.4 in all but immaterial respects, (3) the Board of Directors of TAL has determined in good faith (after consultation with its outside legal counsel and its financial advisor) that such TAL Acquisition Proposal constitutes a TAL Superior Proposal or could reasonably be expected to lead to a TAL Superior Proposal, and (4) prior to providing any confidential information regarding any Acquired Company or data or access (in each case as described in clause (x) above) to any Person in connection with a TAL Acquisition Proposal, TAL shall enter into a confidentiality agreement with such Person having provisions as to confidentiality that are no less favorable to TAL than those contained in the Confidentiality Agreement (each, an “Acceptable TAL Confidentiality Agreement”); provided, however, that such Acceptable TAL Confidentiality Agreement shall not prohibit compliance by TAL with any of the provisions of this Agreement, including this Section 7.4, and such confidentiality agreement shall not be required to contain standstill provisions or provide for an exclusive right to negotiate with TAL; (ii) in the case of clause (y) above, (1) the TAL Stockholders Meeting has not occurred, (2) TAL has complied with this Section 7.4 in all but immaterial respects, (3) the Board of Directors of TAL has determined in good faith (after consultation with outside its outside legal counsel and its financial advisor) that such TAL Acquisition Proposal constitutes a TAL Superior Proposal and, after consultation with its outside legal counsel, has determined in good faith that failure to take such action would be inconsistent with the fiduciary duties of the directors of TAL under applicable Law, (4) TAL has notified Triton in writing, at least seven (7) Business Days in advance, of its intention to effect such action (which notice shall specify the identity of the Person making the TAL Superior Proposal and the material terms and conditions thereof and include an unredacted copy of the proposed transaction agreements (including those relating to financing)); provided, however, that such notice shall be given again in the event of any revision to the financial terms or other material terms of such TAL Superior Proposal; provided, further, that such subsequent seven (7) Business Day notice period shall be shortened to the longer of three (3) Business Days and the time remaining on the prior notice period if the only change to the material terms of such TAL Superior Proposal is a change of price, (5) prior to taking such action, if requested by Triton, TAL has, and has caused its financial and legal advisors to, negotiate with Triton in good faith to enable Triton to propose in writing revisions to the terms and conditions of this Agreement such that such TAL Acquisition Proposal would no longer constitute a TAL Superior Proposal, and (6) following the end of such notice period, the Board of Directors of TAL shall have considered in good faith any changes to this Agreement proposed in writing by Triton, and shall have determined in good faith, after consultation with its outside legal counsel and its financial advisor, that notwithstanding such proposed changes, (x) such TAL Acquisition Proposal remains a TAL Superior Proposal and (y) failure to take such action would be inconsistent with the fiduciary duties of the directors of TAL under applicable Law; and (iii) in the case of clause (z) above, (1) the TAL Stockholders Meeting has not occurred, (2) the Board of Directors of TAL, after consultation with its outside legal counsel, has determined in good faith that failure to make a Change in TAL Recommendation would be inconsistent with the fiduciary duties of the directors of TAL under applicable Law; provided, however, that such action shall not be in response to any Acquisition Inquiry or a TAL Acquisition Proposal; , a TAL Superior Proposal (which is addressed in clause (ii) above), a Triton Acquisition Proposal or a Triton Superior Proposal, (3) TAL has notified Triton in writing, at least seven (7) Business Days in advance, of its intention to effect a Change in TAL Recommendation (which notice shall include a reasonable description of the Intervening Event that serves as the basis of such Change in TAL Recommendation), (4) prior to effecting such a Change in TAL Recommendation, if requested by Triton, TAL has, and has caused its financial and legal advisors to, negotiate with Triton in good faith to enable Triton to propose in writing revisions to the terms and conditions of this Agreement in such a manner that would obviate the need for making such Change in TAL Recommendation, and (5) following the end of such notice period, the Board of Directors of TAL shall have considered in good faith any changes to this Agreement proposed in writing by Triton, and shall have determined in good faith, after consultation with its outside legal counsel, that notwithstanding such proposed changes, the failure to make a Change in TAL Recommendation would be inconsistent with the fiduciary duties of the directors of TAL under applicable Law. (c) TAL shall notify Triton as promptly as reasonably practicable (and in any event within twenty-four (24) hours of receipt) of any TAL Acquisition Proposal received after the date hereof by TAL or any of its Representatives, orally and in writing, indicating, in connection with such notice, the identity of such Person and the material terms and conditions of any such TAL Acquisition Proposal (including an unredacted copy thereof if in writing). TAL agrees that it will keep Triton promptly and reasonably apprised, on a reasonably current basis, of the status of any discussions or negotiations in respect thereof (including whether the TAL Acquisition Proposal is withdrawn or rejected) and any changes to the material terms and conditions of any such TAL Acquisition Proposal, and in any event TAL shall provide Triton with written notice of any material development with respect to any of the foregoing as soon as reasonably practicable (and in any event within twenty-four (24) hours of receipt) after such development occurs, including the fact that TAL has engaged in any discussions (other than discussions for a period of up to five (5) days in order to clarify the terms of such TAL Acquisition Proposal prior to engaging in negotiations with, entering into a confidentiality agreement with or furnishing any non-public information to such TAL Bidder) or negotiations with, or has furnished any non-public information to, a TAL Bidder. TAL also agrees to provide Triton with any information, data or access that it provides to the third party making the request therefor substantially contemporaneously with providing such information to such third party, unless Triton has already been provided with such information. (d) Triton shall not, and shall cause each of its Subsidiaries (and any of the employees or directors of it or its Subsidiaries) not to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage, knowingly induce or knowingly facilitate any inquiries regarding, or the making of any proposal or offer relating to, any transaction (other than any transaction permitted or contemplated by this Agreement) to effect a Triton Acquisition Proposal, (ii) except as expressly permitted by this Section 7.4, have any discussions with or provide any confidential information or data relating to Triton or any of its Subsidiaries to any Person relating to a Triton Acquisition Proposal or with any Person who, to the Knowledge of Triton, is considering making a Triton Acquisition Proposal or engage in any negotiations concerning a Triton Acquisition Proposal, or (iii) engage approve, recommend, execute or enter into, or propose to approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other agreement related to any Triton Acquisition Proposal (other than an Acceptable Triton Confidentiality Agreement entered into pursuant to Section 7.4(e)) or propose or agree to do any of the foregoing. Nothing in this Section 7.4 shall prohibit Triton or its Board of Directors, directly or indirectly through any officer, employee or Representative, from informing any Person that Triton is a party to this Agreement and referring such person to this Section 7.4 in response to an unsolicited inquiry. Following the execution of this Agreement, Triton shall immediately cease, and shall cause its respective Subsidiaries and Representatives to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to any Acquisition Inquiry or a Triton Acquisition Proposal; , or (iv) otherwise facilitate any effort or attempt proposal that could reasonably be expected to make or implement an Acquisition Inquiry or lead to a Triton Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging request to have returned promptly to Triton, or destroyed, any confidential information that has been provided in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations). (ce) Notwithstanding anything to the foregoing, the restrictions contrary in this Section 5.2 shall not apply Agreement, if (i) the TAL Board determines that a TAL Acquisition Proposal from a third party bidder (a “TAL Bidder”) either constitutes or could reasonably be expected to lead to a TAL Superior Proposal and engages in discussions (other than discussions for a period of up to five (5) days in order to clarify the terms of such TAL Acquisition Proposal prior to engaging in negotiations with, entering into a confidentiality agreement with respect or furnishing any non-public information regarding TAL’s or its Subsidiaries’ business to such TAL Bidder) or negotiations with, or furnishes non-public information regarding TAL’s or its Subsidiaries’ business to, such TAL Bidder, (ii) the TAL Stockholders Meeting has not occurred, (iii) Triton has complied with this Section 7.4 in all but immaterial respects, (iv) the Board of Directors of Triton has determined in good faith (after consultation with its outside legal counsel and its financial advisor) that a Triton Acquisition Proposal constitutes a Triton Superior Proposal or could reasonably be expected to lead to a Triton Superior Proposal, and (v) prior to providing any confidential information or data or access to any Person in connection with a Triton Acquisition Proposal, Triton shall enter into a confidentiality agreement with such Person having provisions as to confidentiality that are no less favorable to Triton than those contained in the Confidentiality Agreement (each, an “Acceptable Triton Confidentiality Agreement”); provided, however, that such Acceptable Triton Confidentiality Agreement shall not prohibit compliance by Triton with any of the provisions of this Agreement, including this Section 7.4, and such confidentiality agreement shall not be required to contain standstill provisions or provide for an exclusive right to negotiate with Triton, then Triton and its Board of Directors shall be permitted, subject to Section 7.4(g), to engage in any discussions or negotiations with, or provide any confidential information or data and afford access to the business, properties, assets, books or records of Triton or any of its Subsidiaries to, any Person in response to an unsolicited (after the date hereof) written Triton Acquisition Proposal under circumstances not resulting from any breach by Triton of this Section 7.4. (f) Notwithstanding anything to the contrary in this Agreement, if (i) the TAL Board determines that a TAL Acquisition Proposal from a TAL Bidder either constitutes or could reasonably be expected to lead to a TAL Superior Proposal and engages in discussions (other than discussions for a period of up to five (5) days in order to clarify the terms of such TAL Acquisition Proposal prior to engaging in negotiations with, entering into a confidentiality agreement with or furnishing any non-public information regarding TAL’s or its Subsidiaries’ business to such TAL Bidder) or negotiations with, or furnishes non-public information regarding TAL’s or its Subsidiaries’ business to, such TAL Bidder, (ii) the TAL Stockholders Meeting has not occurred, (iii) Triton has complied with this Section 7.4 in all but immaterial respects and (iv) the Board of Directors of Triton has determined in good faith (after consultation with outside its outside legal counsel and its financial advisor) that a Triton Acquisition Proposal constitutes a Triton Superior Proposal, then Triton may terminate this Agreement in accordance with Section 9.1(d) in order to enter into a binding written agreement with respect to the transfer of Shares permitted by a Triton Superior Proposal; provided, however, that Triton may not terminate this Agreement in accordance with Section 2.3, or (ii9.1(d) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.unle

Acquisition Proposals. (a) From the date hereof until the Termination Date, each Stockholder hereby covenants and agrees that neither it nor any of such Stockholder shall not, and shall cause its controlled Affiliates (other than the Company or and its Subsidiaries) shalland their directors, officers, employees not to, and shall not authorize or permit instruct and use its reasonable best efforts to cause its and its controlled Affiliates’ other Representatives (it being understood thatin each case, for purposes hereof, a Representative in their capacities as representatives of the Company shall Stockholder) not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) (1) solicit, initiate, encouragepropose, solicit, assist, knowingly induce or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry, proposal, indication of any Acquisition Inquiry interest or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company 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 afford to any Person access to the business, properties, assets, books, records or personnel, of the Company or any of its Subsidiaries, in any such case in connection with or in response to any Acquisition Inquiry Proposal or any inquiry, proposal, indication of interest or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in or continue discussions or negotiations with any Person with respect relating to an Acquisition Proposal (or inquiries, proposals, indications of interest or offers that would reasonably be expected to lead to an Acquisition Proposal) (in each case, other than informing such Persons of the existence of the provisions contained in this Section 3.1 and contacting the Person who has made any Acquisition Inquiry Proposal solely in order to clarify the terms of the Acquisition Proposal in connection with determining whether the Acquisition Proposal constitutes or would be reasonably expected to lead to a Superior Proposal); (iv) approve, endorse or recommend an Acquisition Proposal; or (ivv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any an Acquisition Inquiry or Acquisition Proposal. (b) Upon Transaction. Immediately upon the execution hereofof this Agreement, each Stockholder will cease and shall cause each of its controlled Affiliates and each of its and its controlled Affiliates’ directors, officers and employees to, and shall instruct and use its reasonable best efforts to cause its and its controlled Affiliates’ other Representatives to immediately cease and cause to be terminated all existing activitiesany discussions, discussions communications or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than the parties hereto and their respective Representatives) relating to an Acquisition Proposal (or inquiries, proposals, indications of interest or offers that could reasonably be expected to lead to an Acquisition Proposal). Notwithstanding anything in this Section 3.1 to the contrary, each Stockholder may, at the Company’s request and with substantially concurrent notice to Parent and its Affiliates) (which notice shall include the identity of the Person who has made the applicable Acquisition Proposal), engage in discussions with any Person who has made an Acquisition Proposal with respect to any sale which the Company Board is engaging in negotiations or discussions pursuant to and in compliance with Section 5.3 of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in the Merger Agreement, solely for the purpose of entering into a voting agreement with such discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect Person on substantially similar terms to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handterms hereof.

Acquisition Proposals. Except in connection with the --------------------- transactions contemplated hereby, none of the Seller, an Asset Seller, any Subsidiary or any Affiliate, agent, representative, employee, officer or director of the Seller, an Asset Seller or any Subsidiary shall (a) Stockholder agrees that neither it nor take any action to solicit, initiate submission of its controlled Affiliates or knowingly encourage any Acquisition Proposal, (b) participate in any substantive discussions or negotiations regarding an Acquisition Proposal with any Person other than the Company Purchaser and its representatives, (c) furnish any information with respect to or its Subsidiaries) shallafford access to the properties, and shall not authorize books or permit its Representatives (it being understood that, for purposes hereof, a Representative records of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company Electrophysiology Business to any Person in connection with or in response to any an Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; Proposal other than the Purchaser and its representatives or (ivd) otherwise knowingly cooperate in any way with, or knowingly assist or participate in, facilitate or encourage, any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into by any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties (Person other than Parent by the Purchaser and its Affiliates) conducted heretofore representatives to do or seek any of the foregoing. The Seller shall promptly notify the Purchaser upon receipt of any offer with respect to any Acquisition Inquiry or an Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging not accept any such offer for so long as this Agreement remains in effect. For purposes hereof, an "Acquisition Proposal" shall include any future discussions acquisition or negotiations between Stockholder and -------------------- purchase by a Person who is not an Affiliate of the Purchaser of all or a portion of the Shares, the Second Tier Shares, the Transferred Assets or any Person (other than Parent and its Affiliates) equity interest in the Electrophysiology Business, any merger or business combination with respect to any sale Subsidiary or Asset Seller, any public or private offering of capital stock of any Shares held by Stockholder Subsidiary (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiationsany security convertible into or exchangeable or exercisable for capital stock of any Subsidiary). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) any other acquisition involving the Electrophysiology Business, except for any acquisition or purchase of inventory of the Electrophysiology Business in the ordinary course of business consistent with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handpast practice.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shall, and shall not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce or facilitate the making, submission or announcement of any Acquisition Inquiry or Acquisition Proposal; (ii) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder SSI shall immediately cease terminate and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry or Proposal. SSI shall notify Parent immediately if any Acquisition Proposal is received by SSI, indicating the name of the Person making such proposal or sale of Shares held inquiry and the terms and conditions thereof. (b) From and after the date hereof, unless and until this Agreement is terminated according to its terms or except as expressly permitted by Stockholderthis Section 2.2, SSI shall not, and shall refrain not authorize or permit its officers, directors, employees, investment bankers, attorneys, accountants or other agents to, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal that constitutes or is reasonably likely to lead to any Acquisition Proposal; (ii) enter into any agreement with respect to any Acquisition Proposal; (iii) approve, recommend, or propose publicly to approve or recommend, or execute or enter into any merger agreement, acquisition agreement or similar agreement resulting from engaging any Acquisition Proposal; or (iv) in the event of an unsolicited written proposal in respect of an Acquisition Proposal, engage in negotiations or discussions with, or provide any future discussions information or negotiations between Stockholder and data to, any Person (other than Parent Parent, any of its Affiliates or representatives and its Affiliatesexcept for information that has been previously publicly disseminated by the Company) with respect relating to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Acquisition Proposal. (c) Notwithstanding the foregoingprovisions of Section 2.2(b), SSI (and its officers, directors, employees, investment bankers, attorneys, accountants and other agents and representatives) may, at any time prior to the restrictions Company Stockholders’ Meeting, provide information to, and engage in this Section 5.2 shall not apply discussions or negotiations concerning an Acquisition Proposal with any third party who seeks, without prior solicitation (other than solicitations occurring prior to the date hereof) by SSI or its directors, officers, employees, agents or representatives, to initiate such discussions or negotiations if, and only to the extent that, in response to a bona fide written Acquisition Proposal, (A) the SSI Board has determined in good faith, after consultation with its legal and financial advisors, that such discussions may reasonably lead to an SSI Superior Proposal and (B) prior to furnishing such information to, or entering into discussions with such third party, SSI receives from such third party an executed confidentiality agreement containing terms customary in transactions of such nature and SSI notifies Parent of its intention to negotiate with such third party one (1) Business Day prior to engaging in any such negotiations. Except as set forth below, neither the SSI Board nor any committee thereof may (i) effect a change in SSI’s recommendation to approve the SSI Shareholder Proposal, (ii) approve or recommend or propose publicly to approve or recommend voting in favor of a transaction set forth in any Acquisition Proposal or (iii) cause SSI to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, in response to a bona fide unsolicited written Acquisition Proposal from a third party that the SSI Board determines in good faith, after consultation with its legal and financial advisors, is an SSI Superior Proposal, the SSI Board may change its recommendation and may enter into a definitive agreement with respect to any discussions or negotiations such Acquisition Proposal, but only if (x) SSI notifies Parent, in writing and at least two (2) Business Days prior to taking such action, of its intention to take such action, specifying the material terms of such SSI Superior Proposal and identifying the Person making such SSI Superior Proposal, and (y) Parent and the Company do not amend the Merger Agreement within two (2) Business Days of receipt of such written notification in a manner that the SSI Board determines, in good faith after consultation with respect its legal and financial advisors, is at least as favorable to the transfer shareholders of Shares permitted by Section 2.3SSI as such SSI Superior Proposal, it being understood that SSI shall postpone or (ii) adjourn the SSI Shareholders’ Meeting, as necessary, to accommodate the procedures set forth in this sentence. For purposes hereof, the term “SSI Superior Proposal” means a bona fide unsolicited written Acquisition Proposal which the SSI Board determines, in good faith, after consultation with respect to any discussions between the Stockholder, on the one handits legal and financial advisors, and after taking into account any Affiliate or Representative conditions to and risks of Stockholder on consummation and the other handability of the party making such proposal to obtain financing for such Acquisition Proposal, is more favorable to its shareholders than the transactions contemplated by the Merger Agreement.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than Except as permitted by this Section 5.2, the Company or its Subsidiaries) shallshall not, and shall cause its Subsidiaries not authorize to, and shall use its reasonable best efforts to cause its and their directors, officers, employees, other Affiliates, investment bankers, attorneys, accountants and other advisors or permit its Representatives representatives (it being understood thatcollectively, for purposes hereof, a Representative of the Company shall “Representatives”) not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) initiateinitiate or solicit, or knowingly facilitate or encourage, solicitany inquiries, assist, induce discussions or facilitate requests with respect to or the making, submission or announcement making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Inquiry or Acquisition Proposal; Proposal (an “Inquiry”), (ii) furnish engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, or provide any access to its properties, books or records or any non-public information regarding any Acquired Company to any Person relating to the Company or any of its Subsidiaries in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; the foregoing, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iv) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (other similar document than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or Contract relating recommend any Acquisition Proposal, (v) take any action to make the provisions of any Takeover Statute or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Inquiry Proposal or Acquisition Proposal. (bvi) Upon authorize, commit to, agree or publicly propose to do any of the execution hereofforegoing. As of the No-Shop Period Start Date (as defined in the Original Agreement), Stockholder shall the Company has, and has caused its Subsidiaries and its and their directors, officers and employees and has instructed its Affiliates and other Representatives to immediately cease and cause to be terminated all existing activitiessolicitations, discussions or and negotiations with any parties Persons (other than Parent and its AffiliatesRepresentatives) conducted heretofore that may be ongoing with respect to any Acquisition Inquiry or an Acquisition Proposal or sale of Shares held by Stockholder, Inquiry and shall refrain from engaging in any future discussions or negotiations between Stockholder and any request that each such Person (other than Parent and its AffiliatesRepresentatives) promptly return or destroy all confidential information furnished to such Person by or on behalf of the Company in connection with any such Acquisition Proposal or Inquiry. (b) Notwithstanding anything to the contrary contained in Section 5.2(a) or elsewhere in this Agreement, at any time following the date of this Agreement and prior to the Expiration Date, if the Company, directly or indirectly through one or more of its Representatives, receives a written unsolicited and bona fide Acquisition Proposal that did not result from a breach of this Section 5.2, the Company and its Representatives may contact the Person or group of Persons making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, and may (i) provide information to such Person or group of Persons (including their respective Representatives and prospective equity and debt financing sources) if the Company receives from such Person or group of Persons (or has received from such Person or group of Persons) an executed confidentiality agreement containing terms that are not less favorable in any material respect to the Company than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not contain any sale standstill or similar provision (an “Acceptable Confidentiality Agreement”); provided, that the Company shall make available to Parent and Merger Sub any non-public information concerning the Company or its Subsidiaries that is provided to any such Person or group of Persons which was not previously made available to Parent or Merger Sub substantially concurrently (and in any Shares held by Stockholder event within twenty-four (other than 24) hours thereafter), and (ii) engage or participate in any discussions or negotiations with such Person or group of Persons, if prior to state taking any action described in clause (i) or (ii) above, (A) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their financial advisor and outside legal counsel that Stockholder such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (B) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their outside legal counsel that failure to take such action would be reasonably likely to be inconsistent with their fiduciary obligations under applicable Law. It is currently not understood and agreed that any contacts, disclosures, discussions or negotiations permitted under this Section 5.2(b), including any public announcement that the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee have made any determination required under this Section 5.2(b) to take or engage in any such discussions actions (provided that the Company Board expressly publicly reaffirms the Company Recommendation in connection with such disclosure), shall not constitute a Change of Recommendation or negotiations)otherwise constitute a basis for Parent to terminate this Agreement pursuant to Section 7.4. (c) Except as set forth in this Section 5.2(c) or in Section 5.2(d), neither the Company Board nor any committee thereof (including the Special Committee) shall (1) withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify), in each case in a manner adverse to Parent, the Company Recommendation, (2) fail to include the Company Recommendation in the Schedule 14D-9, (3) adopt, approve or recommend or endorse or otherwise declare advisable, or publicly propose to adopt, approve or recommend, any Acquisition Proposal, (4) fail to publicly reaffirm the Company Recommendation within ten (10) Business Days after Parent so requests in writing following any public disclosure of an Acquisition Proposal (other than of the type referred to in the proviso to the following clause (5)) from any Person other than Parent and Merger Sub or any of their respective Affiliates (provided, that if the Expiration Date is scheduled to occur within ten (10) Business Days from the date of such written request, promptly and in any event prior to the date that is two (2) Business Days before the Expiration Date) or (5) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (or if the Expiration Date is scheduled to occur within ten (10) Business Days from the date of such commencement, promptly and in any event prior to the date that is two (2) Business Days before the Expiration Date) (any of the foregoing, a “Change of Recommendation”); provided, that any communication made in accordance with Section 5.2(d)(ii) or the failure by the Company Board or the Special Committee to take a position with respect to an Acquisition Proposal referred to in the preceding clause (4) or a tender offer or exchange offer referred to in the preceding clause (5), shall not be deemed a Change of Recommendation if such communication is made or such position is taken prior to the tenth (10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (or, if earlier, no fewer than two (2) Business Days prior to the Expiration Date) or Parent’s written request following the public disclosure of such Acquisition Proposal, as applicable (or such earlier time as referenced above). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the Expiration Date, (x) if an Intervening Event occurs and the Special Committee determines in good faith, after consultation with its outside legal counsel, that failure to effect a Change of Recommendation in light of such Intervening Event would be reasonably likely to be inconsistent with their fiduciary obligations under applicable Law, the Company Board (acting upon the recommendation and direction of the Special Committee) may effect a Change of Recommendation contemplated by clauses (1) or (2) of the definition thereof or (y) if the Company receives, directly or indirectly through one or more of its Representatives, an unsolicited, written, bona fide Acquisition Proposal that the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee concludes in good faith, after consultation with their financial advisor and outside legal counsel, constitutes a Superior Proposal and such Acquisition Proposal did not result from a material breach by the Company of this Section 5.2, the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee may effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 7.3(a) in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal, and, in the case of either clause (x) or (y): (i) the Company shall have provided prior written notice to Parent, at least three (3) Business Days in advance, that it intends to effect a Change of Recommendation (a “Notice of Change of Recommendation”) and/or terminate this Agreement pursuant to Section 7.3(a), which notice shall specify in reasonable detail the basis for the Change of Recommendation and/or termination and (A) in the case of a Superior Proposal, the identity of the Person or group of Persons making such Superior Proposal and the material terms thereof, along with a copy of any proposed agreement in respect of such Superior Proposal (or, if there is no such proposed agreement, a written summary of the material terms and conditions of such Superior Proposal); or (B) in the case of an Intervening Event, reasonable detail regarding the Intervening Event; (ii) after providing such notice and prior to effecting such Change of Recommendation and/or terminating this Agreement pursuant to Section 7.3(a), the Company shall have negotiated, and shall have caused its Representatives to be available to negotiate, with Parent and Merger Sub in good faith (to the extent Parent and Merger Sub desire to negotiate) during such three (3) Business Day period (the “Notice Period”) to make such adjustments to the terms and conditions of this Agreement as would obviate the need for the Company to effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 7.3(a); and (iii) following the end of the Notice Period, the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee shall have determined in good faith, after consultation with their outside legal counsel and, with respect to clause (A) below, their financial advisor, taking into account any changes to this Agreement proposed in writing by Parent in response to the Notice of Change of Recommendation, that (A) the Superior Proposal giving rise to the Notice of Change of Recommendation continues to be a Superior Proposal or (B) in the case of an Intervening Event, the failure of the Company Board and the Special Committee to effect a Change of Recommendation would continue to be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law. Any amendment to the financial terms or any other material change to the terms of a Superior Proposal shall require the Company to deliver a new Notice of Change of Recommendation and the Company shall be required to comply again with the requirements of clauses (i) – (iii) above; provided, however, that subsequent to the initial Notice Period, the Notice Period shall be reduced to two (2) Business Days following receipt by Parent of any such new Notice of Change of Recommendation. (d) Nothing contained in this Section 5.2 or elsewhere in this Agreement shall be deemed to prohibit the Company, Company Board or any committee thereof (including the Special Committee) from (i) complying with its disclosure or fiduciary obligations under applicable Law or disclosure obligations under NYSE rules, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to stockholders) or (ii) making any “stop-look-and-listen” communication to stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to stockholders of the Company, including any such similar communication in response to an Acquisition Proposal that is not a tender offer or exchange offer); provided, however, that (x) except as provided in the next sentence, any disclosure made as permitted under clause (i) of this Section 5.2(d) (other than any “stop-look-and-listen” or similar communication) that relates to an Acquisition Proposal shall be deemed to be a Change of Recommendation unless the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee expressly publicly reaffirm the Company Recommendation in connection with such disclosure, and (y) none of the Company, the Company Board, or the Special Committee shall be permitted to recommend any Acquisition Proposal (including that the stockholders of the Company tender any securities in connection with any tender offer or exchange offer that is an Acquisition Proposal) or otherwise effect a Change of Recommendation with respect thereto, except as permitted by Section 5.2(c). It is understood and agreed that any “stop-look-and-listen” or similar communication permitted under clause (ii) of this Section 5.2(d) made prior to the tenth (10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer shall not constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate this Agreement pursuant to Section 7.4. The Company shall in no event be deemed to violate this Section 5.2 as a result of responding to any unsolicited proposal or inquiry solely by advising the Person making such proposal or inquiry of the terms of this Section 5.2. (e) The Company shall promptly (and, in any event, within twenty-four (24) hours) notify Parent in writing if, from and after May 6, 2021, any Acquisition Proposal is received by the Company, any of its Subsidiaries or any of its or their Representatives, indicating (except to the extent prohibited by applicable Law or Contract in effect as of May 6, 2021) the identity of the Person or group of Persons making such Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal (including, if applicable, providing copies of any written Acquisition Proposal and any proposed agreements related thereto). Without limiting the foregoing, the restrictions Company shall (x) promptly (and in any event within twenty-four (24) hours) notify Parent in writing (i) if the Company determines to begin providing non-public information or to engage in negotiations or discussions concerning an Acquisition Proposal in accordance with this Section 5.2 shall not apply and (iii) with respect thereafter of any change to the financial or other material terms and conditions of any Acquisition Proposal, and (y) otherwise keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal, discussions or negotiations with respect on a reasonably prompt basis, including by providing a copy of all written proposals, offers or drafts of proposed agreements. The Company shall not, and shall cause its Subsidiaries not to, after May 6, 2021, enter into any confidentiality or similar agreement that would prohibit it from providing such information to Parent. (f) Notwithstanding anything to the transfer of Shares permitted by Section 2.3contrary contained in this Agreement, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.the

Acquisition Proposals. (a) Stockholder agrees Except as expressly provided in this Article 5 or to the extent that neither it nor any the Purchaser, in its sole and absolute discretion, has otherwise consented to in writing (which consent may be withheld, conditioned or delayed in the Purchaser's sole and absolute discretion), until the earlier of its controlled Affiliates (other than the Company Effective Time or its Subsidiaries) shallthe date, and shall not authorize or permit its Representatives (it being understood thatif any, for purposes hereofon which this Agreement is terminated pursuant to Section 6.1, a Representative of the Company shall not constitute a Representative and shall cause its subsidiaries and their respective Representatives to not, directly or indirectly through any other person: (i) make, initiate, solicit, promote, entertain or knowingly encourage (including by way of a Stockholder unless such Stockholder shall have separately engaged furnishing or directed such Person in hisaffording access to information or any site visit or entering into any form of agreement, her arrangement or its capacity as a stockholder of the Company and not as understanding (other than an officerAcceptable Confidentiality Agreement)), director or employee of the Company) toknowingly take any other action that facilitates, directly or indirectly, (i) initiate, encourage, solicit, assist, induce any inquiry or facilitate the making, submission or announcement making of any inquiry, proposal or offer with respect to an Acquisition Inquiry Proposal or that reasonably could be expected to constitute or lead to an Acquisition Proposal; ; (ii) participate, directly or indirectly, in any discussions or negotiations with, furnish confidential information to, or otherwise provide access co-operate in any way with, any person (other than the Purchaser and its subsidiaries) regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to any information regarding any Acquired Company constitute or lead to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; ; (iii) engage make or propose publicly to make a Company Change of Recommendation; (iv) agree to, approve, accept, recommend, enter into, or propose publicly to agree to, approve, accept, recommend or enter into, any agreement, understanding or arrangement in discussions respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement); or (v) make any public announcement or negotiations take any other action inconsistent with, or that could reasonably be likely to be regarded as detracting from, the approval or recommendation of the Company Board of the transactions contemplated hereby. (b) The Company shall, and shall cause its subsidiaries and their respective Representatives to, immediately cease and terminate any solicitation, encouragement, discussion, negotiation or other activities with any Person person (other than the Purchaser, its subsidiaries and their respective Representatives) conducted prior to the date hereof by the Company or any of its Representatives or its subsidiaries and their Representatives with respect to any Acquisition Inquiry Proposal or Acquisition Proposal; any inquiry, proposal or (iv) otherwise facilitate any effort offer that could reasonably be expected to constitute or attempt lead to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into and, in connection with such termination, the Company will immediately discontinue access to and disclosure of any agreement in principleand all information including its confidential information, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating and access to any Acquisition Inquiry data room, virtual or Acquisition Proposal. (b) Upon the execution hereofotherwise, Stockholder shall immediately cease and cause to be terminated all existing activities, discussions or negotiations with any parties person (other than Parent access by the Purchaser and its AffiliatesRepresentatives) conducted heretofore with respect and will as soon as possible, and in any event within two (2) Business Days after the date hereof, request, and use its commercially reasonable efforts to 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 regarding the Company or its subsidiaries previously provided in connection therewith to any Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person person (other than Parent the Purchaser and its AffiliatesRepresentatives) with respect to any sale of any Shares held by Stockholder (other than the extent such confidential information has not already been returned or destroyed and use commercially reasonable efforts to state ensure that Stockholder is currently not permitted to engage in such discussions or negotiations)obligations are fulfilled. (c) Notwithstanding anything to the foregoingcontrary contained in this Agreement, in the event that the Company receives a bona fide written Acquisition Proposal from any person after the date hereof and prior to the approval of the Arrangement Resolution by Company Shareholders that did not result from a breach of this Section 5.1, and subject to the Company's compliance with Section 5.1(d), the restrictions in this Section 5.2 shall not apply Company and its Representatives may (i) furnish or provide access to or disclosure of information with respect to it to such person pursuant to an Acceptable Confidentiality Agreement, if and only if (A) the Company provides a copy of such Acceptable Confidentiality Agreement to the Purchaser promptly upon its execution, and (B) the Company contemporaneously provides to the Purchaser any non-public information concerning the Company that is provided to such person which was not previously provided to the Purchaser or its Representatives, and (ii) engage in or participate in any discussions or negotiations with respect regarding such Acquisition Proposal; provided, however, that, prior to the transfer of Shares permitted by Section 2.3, taking any action described in clauses (i) or (ii) above, the Company Board determines in good faith, after consultation with respect its financial advisors and outside legal counsel, that such Acquisition Proposal, if consummated in accordance with its terms would reasonably be expected to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other handconstitute a Superior Proposal.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company Unless and until this Agreement shall have been terminated pursuant to Section 6.1 or its Subsidiaries) shallSection 6.2, and New Wave shall not authorize directly, or permit its Representatives indirectly through any officer, director, agent, employee or representative (it being understood that, for purposes hereofeach, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company“Representative”) to, directly or indirectly, (i) initiate, encourage, initiate or solicit, assiston or after the date hereof, induce any inquiries or facilitate the making, submission or announcement of any proposals or offers from any person relating to any merger, consolidation, recapitalization, acquisition of a majority of the outstanding voting power, sale of all or substantially all of its assets or similar business transaction involving New Wave (each, an “Acquisition Inquiry or Acquisition ProposalTransaction”); (ii) participate in any negotiations regarding, furnish to any other person any information with respect to, or otherwise provide access assist or participate in, any attempt by any third party to any information regarding any Acquired Company to any Person in connection with propose or in response to offer any Acquisition Inquiry or Acquisition ProposalTransaction; (iii) engage in discussions enter into or negotiations with execute any Person with respect agreement relating to any an Acquisition Inquiry or Acquisition ProposalTransaction; or (iv) otherwise facilitate any effort or attempt to make or implement authorize any public statement, recommendation or solicitation in support of any Acquisition Transaction or any proposal or offer relating to an Acquisition Inquiry or Transaction, in each case other than with respect to the Merger. Notwithstanding the foregoing, nothing contained herein shall prohibit New Wave, prior to shareholder approval of the Merger, from: (a) providing information in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal or enter into any Transaction proposal if the New Wave Board of Directors receives from the person so requesting such information an executed confidentiality agreement on terms substantially equivalent to those contained in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal.the Confidentiality Agreement; (b) Upon engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Transaction proposal; or (c) notwithstanding Section 4.2.4(ii), withdrawing or modifying the execution hereofapproval or recommendation by the New Wave Board of Directors of this Agreement or the Merger in connection with recommending an unsolicited bona fide written Acquisition Transaction proposal to the shareholders of New Wave or entering into any agreement with respect to an unsolicited bona fide written Acquisition Transaction proposal; if and only to the extent that, Stockholder shall both (i) each such case referred to in clause (a), (b) or (c) above, the New Wave Board of Directors determines in good faith after receipt of advice from outside legal counsel experienced in such matters that failure to take such action may constitute a violation of the fiduciary duties of the directors under applicable law and (ii) in each case referred to in clause (b) or (c) above, the New Wave Board of Directors determines in good faith (after consultation with its financial advisors) that such Acquisition Transaction, if accepted, is reasonably likely to be completed, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if completed, result in a transaction superior to the transaction contemplated by this Agreement, taking into account, among other things, the long term prospects and interests of New Wave and its shareholders (any such superior Acquisition Transaction proposal being referred to in this Agreement as a “Superior Proposal”). New Wave will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry of the foregoing. New Wave agrees it will take the necessary steps to inform promptly its Representatives of the obligations undertaken in this Section 4.2.2 and in the Confidentiality Agreement. New Wave will promptly notify ESI in writing if any such inquiries, proposals or Acquisition Proposal or sale of Shares held by Stockholderoffers are received by, and shall refrain from engaging in such information is requested from, or any future such discussions or negotiations between Stockholder are sought to be initiated or continued with, New Wave or any of its Representatives relating to an Acquisition Transaction proposal, indicating, in connection with such notice, the material terms and any Person (other than Parent and its Affiliates) with respect to any sale conditions of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions proposals or negotiations). (c) Notwithstanding the foregoingoffers and thereafter shall keep ESI informed, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholderon a regular basis, on the one handstatus and terms of any such proposals or offers and the status of any such negotiations or discussions; provided, however, that such information shall only be provided to the extent such disclosure shall not constitute a violation of any nondisclosure agreements between New Wave and any Affiliate or Representative third party that are in effect as of Stockholder on the other handdate hereof.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the Company or its Subsidiaries) shallSo long as this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, PBI shall not, and shall not authorize authorize, permit or permit its Representatives cause any PBI Subsidiary and their respective officers, directors, or employees or any investment bankers, financial advisors, attorneys, accountants, consultants, agents or other representative retained by PBI or any PBI Subsidiary (it being understood thatcollectively, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company“PBI Representatives”) to, directly or indirectly, : (iA) initiate, encourage, solicit, assist, induce or encourage (including by way of furnishing information), or take any action to facilitate the makingmaking of, submission any inquiry, offer or announcement of any Acquisition Inquiry proposal that constitutes, relates or could reasonably be expected to lead to an Acquisition Proposal; (iiB) furnish or otherwise provide access respond to any information regarding any Acquired Company inquiry relating to any Person in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iiiC) engage recommend or endorse an Acquisition Proposal; (D) participate in any discussions or negotiations with regarding any Person Acquisition Proposal or furnish, or otherwise afford access, to any person (other than HBI) any information or data with respect to PBI or any Acquisition Inquiry PBI Subsidiary or otherwise relating to an Acquisition Proposal; (E) release any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which PBI or any PBI Subsidiary is a party; or (ivF) otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement, agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement intent or other similar document or Contract relating instrument with respect to any Acquisition Inquiry Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle, letter of intent or similar instrument relating to an Acquisition Proposal. (b) Upon . Any violation of the execution hereofforegoing restrictions by PBI or any PBI Representative, Stockholder whether or not such PBI Representative is so authorized and whether or not such PBI Representative is purporting to act on behalf of PBI or otherwise, shall be deemed to be a breach of this Agreement by PBI. PBI and each PBI Subsidiary shall, and shall cause each of the PBI Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any existing or potential Acquisition Inquiry Proposal. Notwithstanding the foregoing, prior to the approval of the Agreement and the Merger by PBI’s stockholders at the PBI Common Stockholders’ Meeting, PBI may respond to an inquiry, furnish nonpublic information regarding PBI and the PBI Subsidiaries to, or enter into discussions with, any Person in response to an unsolicited Acquisition Proposal that is submitted to PBI by such Person (and not withdrawn) if (A) PBI’s board of directors determines in good faith, after consultation with and having considered the advice of its outside legal counsel and its independent financial advisor, that such Acquisition Proposal constitutes or sale is reasonably likely to lead to a Superior Proposal (as defined below), (B) PBI has not violated any of Shares held by Stockholderthe restrictions set forth in this Section 5.7(a)(ii), (C) PBI’s board of directors determines in good faith, after consultation with and based upon the advice of its outside legal counsel and financial advisor, that such action is required in order for the board of directors to comply with its fiduciary obligations under applicable law, and (D) at least two Business Days prior to furnishing any nonpublic information to, or entering into discussions with, such Person, PBI provides HBI written notice of the identity of such person and of PBI’s intention to furnish nonpublic information to, or enter into discussions with, such Person and PBI receives from such Person an executed confidentiality agreement on terms no more favorable to such Person than the Confidentiality Agreement, which confidentiality agreement shall refrain from engaging not provide such Person with any exclusive right to negotiate with PBI. PBI shall promptly provide to HBI any non-public information regarding PBI or any PBI Subsidiary provided to any other Person that was not previously provided to HBI, such additional information to be provided no later than the date of provision of such information to such other Person. PBI shall promptly (and in any future event within 24 hours) notify HBI in writing if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, PBI or any PBI Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions or negotiations between Stockholder or making such proposal, offer or information request and the material terms and conditions of any Person proposals or offers (and, in the case of written materials relating to such proposal, offer, information request, negotiations or discussion, providing copies of such materials (including e-mails or other than Parent electronic communications). PBI agrees that it shall keep HBI informed, on a current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request). PBI further agrees that it will provide HBI with the opportunity to present its Affiliates) own proposal to the PBI board of directors in response to any such proposal or offer, and negotiate with HBI in good faith with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)proposal. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder agrees that neither PBF shall not, nor shall it nor permit any of its controlled Affiliates (other than the Company Subsidiaries to, nor shall it or its Subsidiaries) shall, and shall not Subsidiaries authorize or permit its Representatives (it being understood thatany of their respective officers, for purposes hereofdirectors, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged employees, representatives or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) agents to, directly or indirectly, (i) initiate, encourage, solicit, assistinitiate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, induce or facilitate the making, submission or announcement making of any Acquisition Inquiry or proposal which constitutes, any Acquisition Proposal, (ii) enter into any letter of intent or agreement related to any Acquisition Proposal other than a confidentiality agreement (each, an “Acquisition Agreement”) or (iii) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or that would reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the PBF Stockholders’ Meeting, and without any breach of the terms of this Section 7.6(a), PBF receives an unsolicited bona fide written Acquisition Proposal from any Person that in the good faith judgment of the PBF Board is, or is reasonably likely to lead to the delivery of, a Superior Proposal, PBF may (x) furnish information (including non-public information) with respect to PBF to any such Person pursuant to a confidentiality agreement containing confidentiality provisions no more favorable to such Person than those in the Confidentiality Agreement between ANB and PBF, and (y) participate in negotiations with such Person regarding such Acquisition Proposal, if the PBF Board determines in good faith, after consultation with counsel, that failure to do so would likely result in a violation of its fiduciary duties under applicable Law. Except as set forth in Section 10.1(k), neither the PBF Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to ANB, the approval or recommendation by the PBF Board or such committee of the Merger or this Agreement; (ii) furnish approve or otherwise provide access recommend, or propose to approve or recommend, any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or (iviii) otherwise facilitate authorize or permit PBF or any effort or attempt of its Subsidiaries to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principleAcquisition Agreement. PBF agrees that it and its Subsidiaries shall, letter of intentand PBF shall direct its and its Subsidiaries’ respective officers, memorandum of understandingdirectors, term sheetemployees, acquisition agreementrepresentatives and agents to, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or Acquisition Proposal. (b) Upon the execution hereof, Stockholder shall immediately cease and cause to be terminated all existing any activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore Persons with respect to any Acquisition Inquiry Proposal. PBF agrees that it will notify ANB promptly (but no later than 24 hours) if, to PBF’s Knowledge, any Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations relating to an Acquisition Proposal are sought to be initiated or continued with, PBF, its Subsidiaries, or their officers, directors, employees, representatives or agents. The notice shall indicate the name of the Person making such Acquisition Proposal or sale taking such action and the material terms and conditions of Shares held by Stockholderany proposals or offers, and thereafter PBF shall refrain from engaging in any future discussions or negotiations between Stockholder keep ANB informed, on a current basis, of the status and any Person (other than Parent and its Affiliates) with respect to any sale terms of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such proposals or offers and the status of any such discussions or negotiations). PBF also agrees that it will promptly request each Person that has heretofore executed a confidentiality agreement in connection with any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) with respect to any discussions or negotiations with respect to the transfer of Shares permitted by Section 2.3, or (ii) with respect to any discussions between the Stockholder, on the one hand, and any Affiliate or Representative of Stockholder on the other hand.

Acquisition Proposals. (a) Stockholder Parent agrees that that, except as otherwise agreed among the parties, neither it Parent nor any Parent Subsidiaries nor any of its controlled Affiliates the respective employees, officers, directors, agents or representatives (other than including counsel, financial advisors and accountants) of Parent or the Company or its Subsidiaries) Parent Subsidiaries shall, and Parent shall cause such Persons not authorize to, initiate, solicit or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) toencourage, directly or indirectly, (i) initiate, encourage, solicit, assist, induce any inquiries or facilitate the making, submission or announcement making of any Acquisition Inquiry proposal or Acquisition Proposal; offer (iiincluding, without limitation, any proposal or offer to stockholders of Parent or any Parent Subsidiary) furnish or otherwise provide access to any information regarding any Acquired Company to any Person in connection with or in response to any Acquisition Inquiry or Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to a merger, consolidation, acquisition, disposition or similar transaction involving, or any Acquisition Inquiry purchase of all or any significant portion of the assets or any equity securities or ownership interests of, International or any International Subsidiary (any such proposal or offer being hereinafter referred to as an "International Acquisition Proposal; "), or (iv) engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an International Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Inquiry or Acquisition Proposal or enter into any agreement in principle, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract relating to any Acquisition Inquiry or International Acquisition Proposal. (b) Upon the execution hereof, Stockholder . Parent shall immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties (other than Parent and its Affiliates) conducted heretofore with respect to any Acquisition Inquiry of the foregoing. Parent shall take all necessary steps to inform the Persons referred to in the first sentence of this Section of the obligations undertaken by Parent in this Section. Parent shall notify Purchaser immediately if any such inquiries or Acquisition Proposal proposals are received by, any such information is requested from, or sale any such negotiations or discussions are sought to be initiated or continued with Parent, any Parent Subsidiary or, to its knowledge, any of Shares held the Persons referred to in the first sentence of this Section. Parent shall promptly request each Person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring any assets, liabilities and/or equity securities or ownership interests of International or any International Subsidiary to return all confidential information heretofore furnished to such person by Stockholderor on behalf of Parent or any Parent Subsidiary. (b) Purchaser and Lion agree that, except as otherwise agreed among the parties, neither Purchaser, Lion nor any of their respective Subsidiaries nor any of their respective employees, officers, directors, agents or representatives (including counsel, financial advisors and accountants) shall, and Purchaser and Lion shall refrain from engaging in cause such Persons not to, initiate, solicit or encourage, directly or indirectly, any future discussions inquiries or negotiations between Stockholder and the making of any Person proposal or offer (other than Parent and its Affiliatesincluding, without limitation, any proposal or offer to stockholders of Purchaser, Lion or any of their respective Subsidiaries) with respect to a merger, consolidation, acquisition, disposition or similar trans action involving, or any sale purchase of all or any Shares held by Stockholder significant portion of the assets or of the equity securities or ownership interests of Purchaser (other than any such proposal or offer being hereinafter referred to state that Stockholder is currently not permitted to as a "Purchaser Acquisition Proposal"), or engage in such any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to a Purchaser Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement a Purchaser Acquisition Proposal. Lion and Purchaser shall immediately cease and cause to be terminated any existing activities, discussions or negotiations). (c) Notwithstanding the foregoing, the restrictions in this Section 5.2 shall not apply (i) negotiations with any parties conducted heretofore with respect to any discussions of the foregoing. Lion and Purchaser shall take all necessary steps to inform the Persons referred to in the first sentence of this Section of the obligations undertaken by Lion and Purchaser in this Section. Lion and Purchaser shall notify Parent immediately if any such inquiries or negotiations with respect to the transfer of Shares permitted by Section 2.3proposals are received by, any such information is requested from, or (ii) any such negotiations or discussions are sought to be initiated or continued with respect Purchaser, Lion, any of their respective Subsidiaries or, to its knowledge, any discussions between of the StockholderPersons referred to in the first sentence of this Section. Purchaser and Lion shall promptly request each Person which has heretofore executed a confidentiality agreement in connection with its consideration of acquiring any assets, liabilities and/or equity securities or ownership interests of Purchaser to return all confidential information heretofore furnished to such person by or on the one handbehalf of Purchaser, and Lion or any Affiliate or Representative of Stockholder on the other handtheir respective Subsidiaries.

Acquisition Proposals. (a) Stockholder agrees that neither it nor any From the date of its controlled this Agreement through the earlier of the Closing Date or the termination of this Agreement, Sellers and their Affiliates (other than the Company or its Subsidiaries) shallshall not, and shall cause their Representatives not authorize or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, indirectly (i) solicit, initiate, support, encourage, solicitfacilitate or accept any inquiries, assistproposals, induce offers or facilitate other indications of interest by or from any Person other than Buyer, Reinsurers and their respective Affiliates acting together (the making, submission or announcement of any “Acquisition Inquiry or Parties”) with respect to an Acquisition Proposal; , (ii) enter into, maintain, continue or otherwise participate in any discussions, conversations, negotiations or other communications with any Person other than the Acquisition Parties with respect to an Acquisition Proposal, (iii) furnish or otherwise provide access to confirm any information regarding any Acquired Company to any Person other than the Acquisition Parties in connection with or in response to any Acquisition Inquiry or an Acquisition Proposal; (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Inquiry or Acquisition Proposal; or , (iv) otherwise assist, facilitate or encourage the making of, or cooperate in any effort way regarding, any inquiry, proposal, offer, request or attempt other indication of interest by or from any Person other than the Acquisition Parties with respect to make or implement an Acquisition Inquiry Proposal, or Acquisition Proposal or (v) enter into any agreement in principleterm sheet, letter of intent, memorandum of understanding, term sheet, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document non-binding or Contract relating binding understanding or arrangement (whether oral or written) with, or accept or agree to any offer or proposal by or from, any Person other than the Acquisition Inquiry or Parties with respect to an Acquisition Proposal. (b) Upon From the execution hereofdate of this Agreement through the earlier of the Closing Date or the termination of this Agreement, Stockholder Sellers and each of their Affiliates shall, and shall immediately cause their respective Representatives to, cease and cause to be terminated all terminate immediately any existing activities, discussions or negotiations with respect to or in furtherance of any parties (Acquisition Proposal with any Person other than Parent and its Affiliates) conducted heretofore with respect to any the Acquisition Inquiry or Acquisition Proposal or sale of Shares held by Stockholder, and shall refrain from engaging in any future discussions or negotiations between Stockholder and any Person (other than Parent and its Affiliates) with respect to any sale of any Shares held by Stockholder (other than to state that Stockholder is currently not permitted to engage in such discussions or negotiations)Parties. (c) Notwithstanding the foregoing, the restrictions in For purposes of this Section 5.2 shall not apply 7.7, “Acquisition Proposal” means any of the following transactions, whether direct or indirect (but excluding, in each case, this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby): (i) with respect to any discussions acquisition, purchase or negotiations with respect to other transaction involving the direct or indirect sale or transfer of all or any material portion of the Business or the Acquired Assets (excluding reinsurance or sales of investment assets in the ordinary course of business), (ii) any merger, consolidation, business combination, reorganization, dissolution, recapitalization or similar transaction involving the transfer of Shares permitted by Section 2.3any material portion of the Business or the Acquired Assets, or (iiiii) with respect to any discussions between bulk reinsurance or similar transaction involving all or any material portion of the Stockholder, on Business or the one hand, and any Affiliate or Representative Acquired Assets (excluding reinsurance in the ordinary course of Stockholder on the other handbusiness).

Acquisition Proposals. (a) Stockholder agrees that neither it nor any of its controlled Affiliates (other than the The Company or its Subsidiaries) shallshall not, and shall not authorize cause its Subsidiaries and every director, officer or permit its Representatives (it being understood that, for purposes hereof, a Representative of the Company shall or any of its Subsidiaries, agents or representatives not constitute a Representative of a Stockholder unless such Stockholder shall have separately engaged or directed such Person in his, her or its capacity as a stockholder of the Company and not as an officer, director or employee of the Company) to, directly or indirectly, (i) initiate, encourage, solicit, assist, induce solicit or facilitate any inquiries with respect to, or the makingmaking of, submission or announcement of any Acquisition Inquiry or an Acquisition Proposal; , (ii) furnish engage in any negotiations concerning, or otherwise provide access to any confidential information regarding or data to, or have any Acquired Company to discussions with, any Person in connection with or in response relating to any Acquisition Inquiry or an Acquisition Proposal; , (iii) engage in discussions approve or negotiations with any Person with respect recommend or propose publicly to approve or recommend, any Acquisition Inquiry or Acquisition Proposal; Proposal or (iv) otherwise facilitate any effort approve or attempt recommend, or propose to make approve or implement an Acquisition Inquiry recommend, or Acquisition Proposal execute or enter into into, any letter of intent, agreement in principle, letter of intent, memorandum of understanding, term sheetmerger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, merger agreement or other similar document or Contract agreement relating to any Acquisition Inquiry Proposal or propose publicly or agree to do any of the foregoing relating to any Acquisition Proposal. (b) Upon Nothing contained in this Agreement shall prevent the execution hereofCompany or the Board of Directors of the Company from complying with its obligations under applicable Law with respect to disclosure of information to holders of Shares in regard to an Acquisition Proposal that has been received by the Company; provided, Stockholder however, that notwithstanding the foregoing, any such disclosure which has the effect of (i) withdrawing, modifying or qualifying in a manner adverse to Parent the approval of this Agreement or the other matters comprising the Company Shareholder Approval by the Board of Directors of the Company or the recommendation of the Board of Directors of the Company to holders of Shares to approve this Agreement and the Amalgamation Agreement and the other matters comprising the Company Shareholder Approval shall be deemed to be a withdrawal or adverse modification or qualification of such recommendation and (ii) recommending or approving any Acquisition Proposal shall be deemed to be a recommendation or approval thereof. (c) Section 3.2(a) notwithstanding, the Company may at any time prior to, but not after, the Company Shareholder Approval has been received, (i) provide information in response to a request therefor by, or engage in any negotiations or discussions with, a Person who has made an unsolicited bona fide written Acquisition Proposal that is made after the date of this Agreement that is not procured in violation of Section 3.2(a) if the Board of Directors of the Company receives from such Person an executed confidentiality agreement on customary terms no less favorable to the Company than the Confidentiality Agreement, dated March 29, 2004, between Parent and Apollo Management V, L.P. (the “Confidentiality Agreement”) excluding any standstill provisions thereof; or (ii) recommend such an unsolicited bona fide written Acquisition Proposal to the holders of Shares, if and only to the extent that, (1) in each such case referred to in clause (i) or (ii) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable Law, (2) in the case of clause (i) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and outside financial advisors that such Acquisition Proposal is a Superior Proposal, or is reasonably likely to result in a Superior Proposal; and (3) in the case of clause (ii) above, (A) the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and outside financial advisors that such Acquisition Proposal (in the form, other than immaterial changes, that was the subject of the Superior Proposal Notice, as defined below) constitutes a Superior Proposal, (B) Parent shall have received written notice (the “Superior Proposal Notice”) of the Company’s intention to take the action referred to in clause (ii) at least three business days prior to the taking of such action by the Company (the “Waiting Period”) and (C) at the expiration of the Waiting Period the Board of Directors of the Company continues to believe after consultation with outside legal counsel and outside financial advisors and after taking into account any modifications to the terms of the transaction contemplated by this Agreement that are proposed by Parent (and taking into account whether such modifications are proposed in a legally binding offer) after its receipt of the Superior Proposal Notice (with respect to which modifications the Company and Parent shall endeavor to negotiate in good faith), that such Acquisition Proposal continues to constitute a Superior Proposal. (d) The Company agrees that it will immediately cease and cause to be terminated all any existing activities, discussions or negotiations with any parties Person (other than Parent and its Affiliatesthe parties hereto) conducted heretofore with respect to any Acquisition Inquiry or Acquisition Proposal or sale Proposal. The Company agrees that it will promptly inform the officers, directors and Representatives of Shares held by Stockholderthe Company and its Subsidiaries of the obligations undertaken in this Section 3.2. The Company also agrees promptly, and shall refrain from engaging but in any future discussions event, within two business days after the date of this Agreement, to request the return or negotiations between Stockholder destruction of all confidential information and materials provided to any Person (other than Parent and the parties hereto) since January 1, 2004 for the purpose of its Affiliates) or their consideration of making a proposal or engaging in a transaction with respect to any sale the Company of any Shares held by Stockholder (other than to state a type that Stockholder is currently not permitted to engage in such discussions or negotiations)would be an Acquisition Proposal if made after the date hereof. (ce) Notwithstanding From and after the foregoingexecution of this Agreement, the restrictions Company shall promptly, orally notify Parent of any request for information or any inquiries, proposals or offers relating to an Acquisition Proposal (which shall include any Acquisition Proposal made prior to the date hereof only if the Person who made such proposal or offer makes known to the Company or its Representatives, or publicly discloses, that such Person remains interested in this Section 5.2 pursuing such proposal or offer after the date hereof), indicating, in connection with such notice, the name of such Person making such request, inquiry, proposal or offer and the material terms and conditions of any proposals or offers and the Company shall not apply (i) with respect provide to Parent written notice of any discussions such inquiry, proposal or negotiations offer within 24 hours of such event. The Company shall keep Parent informed orally on a reasonably current basis of the status of any Acquisition Proposal of the types referred to in the immediately preceding sentence, including with respect to the transfer status and terms of any such proposal or offer and whether any such proposal or offer has been withdrawn or rejected and the Company shall provide to Parent written notice of any such material developments within 24 hours. The Company also agrees to provide any non-ministerial information to Parent that it is providing to another Person pursuant to Section 3.2(c) at substantially the same time it provides such information to such other Person, unless Parent has already been provided such information. The Company acknowledges that with respect to the parties hereto, all provisions relating to the type of activities specified in clauses 8(i) through (vi) of the Confidentiality Agreement are hereby waived. (f) Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 3.2 by any officer or director of the Company or any of its Subsidiaries or any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 3.2 by the Company. (g) Notwithstanding anything to the contrary contained herein, this Agreement and the Amalgamation Agreement shall be submitted to the holders of Shares permitted for the purposes of considering and if thought fit approving this Agreement and the Amalgamation Agreement, regardless of the recommendation or any change in the recommendation of the Board of Directors of the Company with respect thereto. (h) For purposes of this Agreement, the term (i) “Acquisition Proposal” means any proposal or offer, other than one made by Section 2.3Parent or any of its affiliates, with respect to (1) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, amalgamation or similar transaction involving the Company, (2) any acquisition (whether direct or beneficial) purchase of an equity interest (including by means of a tender or exchange offer) representing an amount equal to or greater than a 10% voting or economic interest in the Company, or (3) any purchase of assets, securities or ownership interests representing an amount equal to or greater than 10% of the consolidated assets of the Company and its Subsidiaries taken as a whole (including stock of the Subsidiaries of the Company, and (ii) “Superior Proposal” means a bona fide written Acquisition Proposal (except that references in the definition of “Acquisition Proposal” to “10%” shall be replaced by “50%”) made by a Person or group (other than a party hereto) that the Board of Directors of the Company (after consultation with respect its outside financial advisor and outside counsel) in good faith concludes, taking into account all legal, financial, regulatory and other aspects of the proposal (including the timing of consummation) and the likelihood of obtaining financing and satisfying other conditions (A) is reasonably likely to be consummated in accordance with its terms and (B) if consummated, result in a transaction more favorable to the holders of Shares from a financial point of view than the transaction contemplated by this Agreement and the Amalgamation Agreement (after giving due consideration to any discussions between modifications or improvements to the Stockholder, on terms of the one hand, transaction contemplated by this Agreement that are proposed by Parent (and any Affiliate taking into account whether such modifications or Representative of Stockholder on the other handimprovements are proposed in a legally binding offer)).