Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) and 7.03(d)nor shall it authorize or permit any officer, from the date of this Agreement to director or employee of, or any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)investment banker, none of attorney or other advisor or representative of, the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitsubsidiaries to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that nothing contained in this Section 4.8 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (1x) concurrently furnishes provides reasonable notice to PennCorp to the effect that it is taking such information to Parent action and (2y) furnishes receives from such information pursuant to a person or entity an executed confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 agreement substantially similar to the contraryConfidentiality Agreement, the Company except that such confidentiality agreement shall not be required prohibit such person or entity from making an unsolicited Acquisition Proposal to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange Board of such information, as reasonably determined by Directors of the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) . Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if shall promptly advise PennCorp orally and in writing of the receipt by it (1or by any of the other entities or persons referred to above) after the Company has received an date hereof of any Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an any inquiry which could lead to any Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is or inquiry, and the basis identity of the proposed action by person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (it being understood and agreed that including without limitation by way of any amendment to reinsurance transaction) of all or any significant portion of the financial terms assets of the Company or any Significant Subsidiary, or any other material term business combination (including without limitation the acquisition of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3an equity interest therein) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that involving the Company has complied with this Section 7.03or any Significant Subsidiary, (B) during such three (3) Business Day period, other than the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Changetransactions contemplated hereby. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) and 7.03(d), from nor shall it authorize or permit any of the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none Subsidiaries or Representatives of the Company to, and the Parent shall not, nor shall it authorize or permit any of its Subsidiaries shall, nor shall any of them authorize subsidiaries or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) Representatives to, directly or indirectly: indirectly through another Person, (ia) initiate, solicit, initiate or encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar meansinformation) or assistance) otherwise take any inquiries or action to facilitate, the making of any proposal that constitutes an Acquisition Proposal or other action (b) participate in any discussions or negotiations regarding, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that if, at any time prior to the date that is the earlier of the 60th day following the date of execution of this Agreement and the date of the Stockholders' Meetings, the Board of Directors of the Company, in exercise of its fiduciary duties, reasonably determines in good faith, based upon the written advice of independent outside legal counsel, that such Board of Directors is required to do so to comply with its fiduciary duties to its stockholders under applicable Law, such Board of Directors and its Representatives may, in response to a Superior Proposal that did not result in a breach of this Section 6.9, and subject to providing contemporaneous notice of its decision to take such action to the other party, (i) furnish information with respect to the Company and the Subsidiaries to any Person making a Superior Proposal pursuant to a customary confidentiality agreement and (ii) initiate or participate in any discussions or negotiations, or furnish negotiations regarding such Superior Proposal. The Company shall provide immediate oral and written notice to any Person not a the party to this Agreement any information in furtherance of (a) the receipt of any inquiries that such Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period)inquiry, and (iiic) if the basis identity of such Person or entity making any such Acquisition Proposal or inquiry. The Company shall continue to keep the Parent informed of the proposed Company Adverse Recommendation Change is a Superior Proposalstatus and details of any such Acquisition Proposal or inquiry, representing that the Company has complied with as well as any related discussions or negotiations permitted under this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change6.9. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall, 7.03(c) and 7.03(d), from on the date of this Agreement hereof, terminate (and shall cause each Subsidiary to terminate) all direct and indirect negotiations and discussions with all other parties with respect to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company Acquisition Proposal or any of its Subsidiaries shallpotential Acquisition Proposal. (b) The Company shall not, nor shall it authorize or permit any of them authorize the Subsidiaries or permitRepresentatives to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage initiate or knowingly encourage the submission of any Acquisition Proposal or (ii) participate in or knowingly encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to knowingly facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of of, any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company (iias authorized by the Board of Directors) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any from furnishing information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, entering into discussions or that would reasonably be expected to lead tonegotiations with, any person or entity that makes an unsolicited Acquisition Proposal (other than a confidentiality agreement)prior to the Appointment Time if, or that is intended or that could reasonably be expected and only to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood extent that, subject to and without limitation (A) the Board of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any Directors of the foregoing Company, after obtaining the advice of independent outside legal counsel, determines in this clause ‎(iv), a “Company Adverse Recommendation Change”). As good faith that such action is required for the Board of Directors of the date of this AgreementCompany to comply with its fiduciary obligations to the Company Stockholders under applicable Delaware Law, (B) prior to taking such action, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be terminated immediately provided to such person or entity containing provisions no less favorable to the Company than those set forth in the Confidentiality Agreement (provided that such agreement need not contain any discussions, negotiations “standstill” or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. similar provision) and (bC) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) the Board of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any Directors of the Company or any of determines in good faith, after obtaining advice from its Subsidiaries or any such Representative may receive after the date hereofindependent financial advisor, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the The Company Board determines in good faith shall provide prompt (after consultation with outside legal counsel and financial advisorsat least within 24 hours) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company oral and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information written notice to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that receipt of any such Acquisition Proposal is a Superior or any inquiry that could reasonably be expected to lead to any Acquisition Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three inquiry, (3) Business Day period), the identity of such person or entity making any such Acquisition Proposal or inquiry and (iii4) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.intention to furnish information to, or enter into

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from From the date of this Agreement to any time prior to obtaining hereof until the termination hereof, the Company Shareholder Approval (“No Shop Period”)will not, none nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitsubsidiaries to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documentsfacilitate, press releases any Acquisition Proposal or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations. Notwithstanding the foregoing, or furnish prior to any Person not a party the acceptance for payment of Shares pursuant to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this AgreementOffer, the Company shallmay, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and extent required by the identity of the Person making the Acquisition Proposal) which any fiduciary obligations of the Company or any of its Subsidiaries or any such Representative may receive after the date hereofBoard, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines determined in good faith (by a majority of the disinterested members thereof after consultation with outside legal counsel and financial advisors) that such counsel, in response to the Acquisition Proposal constitutes or is reasonably likely to lead to that was made by a Superior Proposalperson whom the Special Committee determines, the Company Board may, if the Company Board determines in good faith (after consulting consultation with outside legal counsel) counsel and an independent financial advisor, to be reasonably capable of making a Superior Company Proposal (as hereinafter defined), that failure to take such action would be inconsistent with its duties under applicable Lawwas not solicited by the Company and that did not otherwise result from a breach of this Section 7.3(a), (Ax) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made person or group making such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information its representatives pursuant to a customary confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law agreement and (Cy) participates participate in discussions and negotiations with such person or group and its representatives to the extent required regarding such Acquisition Proposal. Notwithstanding anything in For purposes of this Section 7.03 Agreement, "SUPERIOR COMPANY PROPOSAL" means any proposal made by a third party to acquire all or substantially all the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, equity securities or if the exchange assets of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely pursuant to result in the Company a tender or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contraryexchange offer, at any time prior to obtaining the Company Shareholder Approvala merger, if (1) the Company has received an Acquisition Proposal that has not been withdrawn a consolidation, a liquidation or abandoneddissolution, and the Company Board a recapitalization or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposalsale of all or substantially all its assets, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that on terms which a majority of the disinterested directors of the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent determines in its good faith judgment to make such adjustments to represent superior value for the holders of Shares than the Offer and the Merger, taking into account all the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, such proposal and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII)any proposal by Parent to amend the terms of this Agreement, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal Offer and the operation Merger) and (ii) that is reasonably capable of this Agreement with respect thereto shall not in being completed, taking into account all financial, regulatory, legal and other aspects of itself be deemed a Company Adverse Recommendation Changesuch proposal.

Acquisition Proposals. 4.7.1 The Company represents that it is not currently engaged in any activities, discussions or negotiations with respect to an Acquisition Proposal (a) Subject to Sections 7.03(bas defined herein). From and after the date hereof and until and including the Effective Time (or earlier termination of this Agreement), 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)shall not, none of the Company or authorize or permit any of its Subsidiaries shallofficers, nor shall directors or employees or any investment banker, financial advisor, attorney, accountant or other representative or agent of them authorize or permitthe Company, to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) solicit, initiate, solicit, or encourage (including by way of furnishing or knowingly otherwise providing access to nonpublic information) any Acquisition Proposal; (ii) participate in substantive discussions or any negotiations relating to any Acquisition Proposal (or any inquiry relating to an Acquisition Proposal) or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; or (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership principle or definitive agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification)Proposal; provided, or recommendhowever, adopt or approvethat, or publicly propose prior to recommendthe Stockholders' Meeting, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing nothing contained in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, Section 4.7 shall prohibit the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect the Board from furnishing nonpublic information to, or that could reasonably be expected to lead toentering into discussions or negotiations with, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt person or occurrence) of any Acquisition Proposal or any communications (written or oral) entity with respect to any unsolicited Acquisition Proposal if (including but only if): (a) the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines reasonably and in good faith (after consultation with outside legal counsel and financial advisors) counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, law; and (Ab) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1x) concurrently furnishes such information to Parent and provides at least two (2) furnishes business days' notice to Parent to the effect that it is taking such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law action and (Cy) participates in negotiations regarding prior to any release of any nonpublic information to such Acquisition Proposal. Notwithstanding anything in this Section 7.03 person, receives from such person or entity an executed confidentiality agreement substantially similar to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust LawsConfidentiality Agreement. (d) 4.7.2 Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if shall promptly advise Parent orally and in writing of the receipt by it (1or by any of the other entities or persons referred to above) after the Company has received an date hereof of any Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of any inquiry which could reasonably lead to an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is or inquiry, and the basis identity of the proposed action person or entity making any such Acquisition Proposal. The Company agrees that it will fully enforce (including by the Company Board (it being understood and agreed that any amendment to the financial terms or any other material term way of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day periodobtaining an injunction), and not waive any provision of, any confidentiality agreement to which it is a party. 4.7.3 For purposes of this Agreement, an "Acquisition Proposal" means any proposal or offer, or expression of intent relating to the Company's willingness or ability to receive or discuss a proposal or offer made by a third party (iiiother than Parent and Purchaser) if the basis to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, proxy solicitation, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or similar transaction, 15% or more of the proposed Company Adverse Recommendation Change is combined voting power, shares or equity interests of the Company, in each case then outstanding, or 15% or more of the assets of the Company; and a "Superior Proposal, representing that " means a bona fide proposal or offer made by a third party (A) to acquire the Company has complied with this Section 7.03, pursuant to any tender or exchange offer or any acquisition of all or substantially all of the assets of the Company or (B) during such three (3) Business Day periodto enter into a merger, consolidation or other business combination with the Company, if requested by Parent , shall negotiate with Parent which a majority of the members of the Board determines reasonably and in good faith to make such adjustments is more favorable to the terms and conditions holders of this Agreement as would enable Common Stock than the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation ChangeMerger. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall, 7.03(c) and 7.03(d)shall cause its officers, from the date of this Agreement directors, employees, representatives and agents to, immediately cease any existing discussions or negotiations with any parties conducted heretofore with respect to any time prior to obtaining the Acquisition Proposal (as defined in Section 6.2(b) hereof). The Company Shareholder Approval (“No Shop Period”)and its Subsidiaries will not, none of and will cause their respective officers, directors, employees and investment bankers, attorneys, accountants or other agents retained by the Company or any of its Subsidiaries shallnot to, nor shall any of them authorize or permit(i) solicit, directly or indirectlythrough an intermediary, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) inquiries with respect to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead toof, any Acquisition Proposal; , or (ii) initiate except as permitted below, engage in negotiations or participate in any discussions or negotiationswith, or furnish any confidential information relating to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement the Company or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead its Subsidiaries to, any Third Party (as defined in Section 6.2(b)) relating to an Acquisition Proposal (other than the transactions contemplated hereby). Notwithstanding anything to the contrary contained in this Section 6.2, the Company (and any Person referred to above) may furnish information to, and participate in discussions or negotiations with, any Third Party which submits an unsolicited written Acquisition Proposal to the Company if the Board by a confidentiality agreementmajority vote determines, based as to legal matters upon the advice of legal counsel, that furnishing such information or participating in such discussions or negotiations is required by applicable law (including fiduciary principles thereof); provided, or that is intended or that could reasonably be expected nothing herein shall prevent the -------- Board from taking, and disclosing to result in the abandonmentCompany's shareholders, termination or failure to consummate the Merger or any other transaction a position contemplated by Rules 14D-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that the Company shall not -------- ------- enter into a written agreement providing for a Third Party Transaction (as defined in Section 6.2(b)) except concurrently with or after the termination of this Agreement); or Agreement (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position except with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose confidentiality agreements to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”extent expressly provided below). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify provide Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) with a reasonable description of any Acquisition Proposal or any communications received (written or oral) with respect to any including a summary of all material terms of such Acquisition Proposal (including and, unless it is prohibited from disclosing the material terms and conditions thereof and same, the identity of the Person making the such Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the ). The Company shall promptly provide to inform Parent copies of the status and content of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments discussions regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by Acquisition Proposal with a Third Party. In no event shall the Company or any of its Subsidiariesprovide material, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information to any Third Party making an Acquisition Proposal unless such party enters into a confidentiality or similar agreement containing provisions believed by the Company to reasonably protect the confidentiality of such information. Promptly after entering into any confidentiality or similar agreement with respect any Person on or after February 6, 1996, the Company shall notify Parent of such event and identify the Person with whom the agreement was executed. (b) For purposes of this Agreement, the term "ACQUISITION PROPOSAL" shall mean any proposal, whether in writing or otherwise, made by a Third Party to enter into a Third Party Transaction. "THIRD PARTY TRANSACTION" means the acquisition of beneficial ownership of all or a material portion of the assets of, or a majority equity interest in, the Company pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or other business acquisition or combination transaction involving the Company and its Subsidiaries Subsidiaries, including any single or multi-step transaction or series of related transactions which is structured to permit such Third Party to acquire beneficial ownership of any material portion of the Person who made such Acquisition Proposal providedassets of, howeveror a majority of the equity interest in, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreementother than the transactions contemplated by this Agreement). "THIRD PARTY" means any Person other than Parent, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment to the financial terms Purchaser or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Changeaffiliate thereof. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)Following the execution hereof, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries Seller shall, nor and shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: cause its Representatives to (i) initiate, solicit, encourage immediately cease and cause to be terminated all existing discussions or knowingly take negotiations with any other action Person with respect to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate Proposal or participate in any discussions proposal, inquiry or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries offer that could reasonably be expected to lead to an Acquisition Proposal; , and (iiiii) enter into no later than one (1) Business Day after the execution of this Agreement, request that each Person (other than Buyer and its Representatives) that has, prior to the date of this Agreement, executed a currently effective confidentiality agreement in connection with its consideration of the acquisition of the Business and the Purchased Assets (or any alternative transaction thereto) promptly return or destroy all confidential information previously made available to such Person by Seller or on its behalf in accordance with the terms of such confidentiality agreement. From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, arrangement Seller shall not terminate, waive, amend, release or understanding modify in any respect any provision of any confidentiality agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal. (b) Subject to the terms of Section 6.02(c) and Section 6.02(e), from the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, Seller shall not, and shall instruct and direct its Representatives not to, directly or indirectly, (i) solicit, initiate, facilitate or knowingly encourage or knowingly induce the making, submission or announcement of any inquiries or the making of any proposal or offer constituting, related to or that would reasonably be expected to lead to an Acquisition Proposal, (ii) make available any non-public information regarding Seller to any Person (other than Buyer or Buyer’s or Seller’s Representatives acting in their capacity as such) in connection with or in response to an Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) continue, engage in or otherwise participate or facilitate any discussions or negotiations with any Person with respect to an Acquisition Proposal or any proposal, inquiry or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to inform such Persons that they currently are not permitted to have discussions as a result of this Section 6.02), (iv) approve, endorse or recommend any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (v) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal, (vi) enter into any letter of intent or agreement in principle or any Contract providing for, relating to or in connection with any Acquisition Proposal or any proposal, inquiry or offer that could reasonably be expected to lead to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section 6.02(c)) or (vii) reimburse or agree to reimburse the expenses of any other Person (other than Seller’s Representatives) in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that would reasonably be expected to lead to an Acquisition Proposal. (c) Notwithstanding anything to the contrary in this Section 6.02, if at any time after the date hereof and prior to obtaining the Stockholder Approval, (i) Seller receives, after the date of this Agreement, an unsolicited bona fide written Acquisition Proposal, (ii) such Acquisition Proposal did not result from a breach of this Agreement, (iii) the Seller Board determines in good faith (after consultation with outside counsel and its independent financial advisor) that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and (iv) the Seller Board determines in good faith (after consultation with outside counsel) that taking the actions referred to in clause (A) or (B) of this Section 6.02(c) is required in order to satisfy its fiduciary duties to the stockholders of Seller under applicable Law (such Acquisition Proposal, a “Qualifying Acquisition Proposal”), then, prior to obtaining the Stockholder Approval and only so long as such Acquisition Proposal remains a Qualifying Acquisition Proposal, Seller may (A) make available information with respect to Seller, the Purchased Assets or the Business or afford access to the Business, properties, assets, books, records or other non-public information, or to any personnel of Seller to the Person (including its Representatives) making such Qualifying Acquisition Proposal pursuant to an Acceptable Confidentiality Agreement; provided, that any non-public information that is provided or made available to any Person given such access shall have been previously provided or made available to Buyer or shall be provided or made available to Buyer prior to or concurrently with the time it is provided or made available to such Person and (B) participate in discussions or negotiations with the Person (including its Representatives) making such Qualifying Acquisition Proposal regarding such Qualifying Acquisition Proposal; provided, however, that Seller shall, and shall cause its Representatives to, cease any activities described in clause (A) or (B) of this Section 6.02(c) immediately following the time the applicable Acquisition Proposal ceases to be a Qualifying Acquisition Proposal. From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Closing, Seller shall promptly (and in any event within twenty-four (24) hours of receipt by Seller) advise Buyer in writing of the receipt by Seller of any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal or inquiry, proposal or offer) and the material terms and conditions of such Acquisition Proposal. Seller shall keep Buyer informed, on a reasonably current basis, of the status of and any financial or other substantive changes in any such Acquisition Proposal. (d) Subject to Section 6.02(e), neither the Seller Board nor any committee thereof shall (i) (A) directly or indirectly fail to recommend to Seller stockholders that Stockholder Approval be given or fail to include the Seller Recommendation in the Proxy Statement, change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Buyer, the Seller Recommendation, fail to recommend against any tender offer or exchange offer by the close of business on the 10th Business Day after the commencement thereof, other than a temporary “stop, look and listen” communication by the Seller Board consistent with Rule 14d-9(f) of the Exchange Act that contains a reaffirmation of the Seller Recommendation, fail to publicly reaffirm its recommendation of this Agreement within three Business Days following the public announcement or disclosure of an Acquisition Proposal (and in any event at least two Business Days prior to the Stockholder Meeting), adopt, approve or recommend, or submit to the vote of the Seller stockholders, or publicly propose to approve or recommend to the Seller stockholders, a takeover proposal or make any public statement inconsistent with the Seller Recommendation (each such action set forth in this Section 6.02(d)(i)(A) being referred to herein as an “Adverse Recommendation Change”), provided, however, it being understood that neither (1) the determination in itself by the Seller Board or a committee thereof that an Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal nor (2) the delivery in itself by Seller to Buyer of any notice contemplated by this Section 6.02 constitutes an Adverse Recommendation Change or a violation of this Section 6.02 or (B) adopt, approve, recommend, endorse or otherwise declare advisable any Acquisition Proposal, (ii) cause or permit Seller to enter into any letter of intent, memorandum of understanding, agreement in principle, memorandum of understanding, expense reimbursement acquisition agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting related to an Acquisition Proposal other than an Acceptable Confidentiality Agreement (each, an “Alternative Acquisition Agreement”), (iii) take any action to make the provisions of any “Moratorium,” “Control Share Acquisition,” “Fair Price,” “Supermajority,” “Affiliate Transactions,” “Business Combination Statute or related toRegulation” or other similar state anti-takeover Laws and regulations (the “Takeover Laws”) or any restrictive provision of any applicable anti-takeover provision in the articles of incorporation or bylaws of Seller, or intended to, or that would reasonably be expected inapplicable to lead to, any transactions contemplated by an Acquisition Proposal (other than a confidentiality agreementincluding approving any transaction under the DGCL), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to makeresolve, withdraw agree or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action such actions. (e) Notwithstanding Section 6.02(d) or make any statement inconsistent with anything to the Merger Recommendation (any of the foregoing contrary set forth in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, at any time prior to obtaining the Company shallStockholder Approval, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including if the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Seller Board determines in good faith (after consultation with outside legal counsel and its independent financial advisorsadvisor) that such Acquisition Proposal constitutes or is reasonably likely in order to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with satisfy its fiduciary duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed stockholders of Seller under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in provided, that Seller has otherwise complied with this Section 7.03 6.02 with respect to the contraryreceiving an Acquisition Proposal and Section 6.02(f), the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concernsthen, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Stockholder Approval, if (1) the Company has received an Seller Board may, solely in response to a Qualifying Acquisition Proposal that constitutes a Superior Proposal received on or after the date hereof that has not been withdrawn or abandoned, make an Adverse Recommendation Change or to otherwise authorize Seller to terminate this Agreement pursuant to Section 9.01(d)(ii) (including payment of the Termination Fee) and concurrently enter into a binding definitive agreement to effect such Superior Proposal. Neither the Company Seller Board or a duly authorized nor any committee thereof determines in good faith (after consultation with outside legal counsel and financial advisorsshall make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(d)(ii) that or cause Seller to enter into a binding definitive agreement to effect such Acquisition Proposal is a Superior Proposal, or (2unless Seller has first complied with the provisions of Section 6.02(f) in the absence of an Acquisition Proposaland, after so complying, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Seller Board determines in good faith (after consultation with outside legal counsel and its independent financial advisorsadvisor) that such Acquisition Proposal continues to constitute a Superior Proposal. (f) The Seller Board shall not take any action set forth in Section 6.02(e) unless Seller has first (i) provided written notice to Buyer (a “Notice of Superior Proposal”) advising Buyer that Seller has received a Qualifying Acquisition Proposal that constitutes a Superior Proposal, specifying the terms and conditions of such Superior Proposal, identifying the Person making such Superior Proposal and providing copies of any agreements intended to effect such Superior Proposal, and the Seller Board has made the determination required under Section 6.02(e) (including the basis on which such determination has been made), (ii) negotiated, and caused Seller and its fiduciary duties no longer require it Representatives to negotiate, during the five Business Day period following Buyer’s receipt of the Notice of Superior Proposal (the “Notice Period”), in good faith with Buyer to enable Buyer to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 written counteroffer or elsewhere in propose to amend the terms of this Agreement shall prevent (to the Company Board from taking extent Buyer wishes to do so) so that such Acquisition Proposal no longer constitutes a Superior Proposal, and disclosing (iii) after complying with clauses (i) and (ii), reaffirmed such determination in light of any counteroffer or proposed amendment to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposalterms of this Agreement; provided, however, that compliance by if during the Company Notice Period any revisions are made to an Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such obligations proposal is material), Seller shall not relieve deliver a new Notice of Superior Proposal to Buyer and shall comply with the Company of any of its obligations under the provisions requirements of this Section 7.036.02(f) with respect to such new Notice of Superior Proposal. (g) Seller agrees that it shall take all actions necessary so that any Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Seller Board or any committee thereof in any respect that would have the effect of causing any of the Takeover Laws of any state (including Delaware) or other similar statutes to be applicable to the Transactions. (h) Nothing contained in this Section 6.02 shall prohibit the Seller Board from taking and disclosing a position contemplated by Item 1012(a) of Regulation M-A, Rule 14e-2(a) under the Exchange Act or complying with Rule 14d-9 under the Exchange Act, including a “stop, look and listen” communication by the Seller Board or a committee thereof to Seller stockholders pursuant to Rule 14d-9(f), promulgated under the Exchange Act (or any substantially similar communication); provided, however, that neither Seller nor the Seller Board (or any committee thereof) shall be permitted to recommend that the stockholders of Seller tender any securities in connection with any tender or exchange offer (or otherwise approve, endorse or recommend any Acquisition Proposal), unless in each case, in connection therewith, the Seller Board effects an Adverse Recommendation Change in accordance with Section 6.02(e); provided, further that any such disclosure of such tender or exchange offer or Acquisition Proposal (other than a “stop, look and listen” communication or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed to be an Adverse Recommendation Change unless the Seller Board expressly reaffirms the Seller Recommendation after such stop, look and listen communication as provided in Section 6.02(d). In additionSo long as the Seller Board expressly reaffirms the Seller Recommendation in such disclosure, then it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII)Agreement, a factually accurate public statement by the Company Seller that describes the Companysolely: (A) acknowledges Seller’s receipt of an Acquisition Proposal; (B) identifies the Person making such Acquisition Proposal and (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement); (C) provides the material terms of such Acquisition Proposal; and/or (D) describes the operation of this Agreement with respect thereto shall will not in and of itself be deemed to be (1) a Company withholding, withdrawal, amendment, qualification or modification, or proposal by the Seller Board or a committee thereof to withhold, withdraw, amend, qualify or modify, the Seller Recommendation, (2) an adoption, approval or recommendation with respect to such Acquisition Proposal, or (3) an Adverse Recommendation Change. (i) For purposes of this Agreement:

Acquisition Proposals. (a) Subject to Sections 7.03(b)Parent agrees that, 7.03(c) and 7.03(d)except as expressly contemplated by this Agreement, from the date of this Agreement to any time prior to obtaining neither it nor the Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries shall, nor and Parent shall any of them authorize or permitcause its and the Company’s officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) not to, (i) directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, solicit or encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than non-public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistanceinformation) any inquiries inquiry regarding or the making or submission of any proposal or other action that constitutes, or may could reasonably be expected to lead to, any an Acquisition Proposal; , (ii) initiate participate or participate engage in any discussions or negotiationsnegotiations with, or furnish disclose to any Person not (other than a party to this Agreement hereto or its Representatives) any information relating to the Company or any of the Company’s Subsidiaries, or afford access to the properties, books or records of the Company or any of the Company’s Subsidiaries to, or otherwise cooperate in furtherance any way with, any Person that has made an Acquisition Proposal or that the Company, any of the Company’s Subsidiaries or any inquiries that could reasonably be expected of their respective Representatives knows or has reason to lead to believe is contemplating making an Acquisition Proposal; , or (iii) accept an Acquisition Proposal or enter into any agreement, arrangement or understanding understanding, including any letter of intent or agreement in principle (other than an Acceptable Confidentiality Agreement under circumstances contemplated in Section 5.2(b)), (x) providing for, constituting or relating to an Acquisition Proposal or (y) that would require, or could have the effect of causing, the Company to abandon, terminate or fail to consummate the Acquisition or any other transaction contemplated by this Agreement. Other than with respect to PESI, Parent shall not (A) waive, modify, terminate, or fail to enforce any “standstill” obligation of any Person, and (B) render the restrictions, if any, under the Nevada Corporate Code relating to business combinations inapplicable to any Person. Any violation of the foregoing restrictions of this Section 5.2(a) by any of Parent, the Company, or any of their Subsidiaries or by any Representative of Parent, the Company or any of their Subsidiaries, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of Parent, the Company or any of their Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by Parent. (b) Notwithstanding anything to the contrary in Section 5.2(a) or elsewhere in this Agreement, Parent and the Parent Board may take any actions described in clause (ii) of Section 5.2(a) with respect to a third party at any time prior to obtaining the Parent Required Votes if, prior to such vote, (i) the Company receives a bona fide written Acquisition Proposal from such third party (and such Acquisition Proposal was not initiated, solicited, encouraged or facilitated by Parent, the Company or any of their Subsidiaries or any of their respective Representatives in violation of this Section 5.2), (ii) the Parent Board determines in good faith by resolution duly adopted (after consultation with financial advisors and its outside legal counsel, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C., that such proposal constitutes or is reasonably likely to result in a Superior Proposal from the third party that made the applicable Acquisition Proposal, (iii) the Parent Board determines in good faith by resolution duly adopted after consultation with financial advisors and its outside legal counsel (▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C.) that the third party making such Acquisition Proposal has the financial capacity to consummate such Acquisition Proposal, and (iv) the Parent Board determines after the receipt of advice from such outside legal counsel (▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C.) that the failure to take such action would result in a breach of its fiduciary duties under applicable Law; provided that (x) Parent or the Company shall not deliver any information to such third party without entering into a confidentiality agreement on terms no less favorable to Parent and the Company than the Confidentiality Agreement between the Company and PESI and which shall in no event permit Parent and the Company not to comply with the terms of this Agreement (an “Acceptable Confidentiality Agreement”) and (y) Parent shall immediately provide or make available to PESI any material non-public information concerning the Company or any of its Subsidiaries that is provided to any Person making such Acquisition Proposal or such Person’s Representatives that was not previously provided or made available to PESI. Nothing contained in this Section 5.2(b) shall prohibit Parent from disclosing any information as required by applicable Law. (c) Parent agrees that in addition to the obligations of Parent set forth in Sections 5.2(a) and (b), as promptly as practicable after receipt thereof (but in no event more than 24 hours after Parent’s receipt thereof), Parent shall advise PESI orally and in writing in the event that Parent or any of its Subsidiaries or Representatives receives, directly or indirectly: (i) any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal or proposals or offers with respect to an Acquisition Proposal, (ii) any request for non-public information relating to the Company and/or any of the Company Subsidiaries other than a request for information in the ordinary course of business or unrelated to an Acquisition Proposal, or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal or potential Acquisition Proposal. Parent shall promptly (and in any event within 48 hours) notify PESI orally and in writing of the identity of any such Person and provide to PESI a copy of any such Acquisition Proposal, inquiry or request (or, where no such copy is available, a written description of such Acquisition Proposal, inquiry or request), including any material modification to any Acquisition Proposal. Parent shall keep PESI reasonably informed (orally and in writing) on a prompt basis (and in any event within 48 hours) of the status and details of any such Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any modification thereto). Without limiting the foregoing, Parent shall promptly (and in any event within 24 hours) notify PESI orally and in writing if it determines to engage in any actions described in clause (ii) of Section 5.2(a) and shall keep PESI reasonably informed (orally and in writing) on a prompt basis (and in any event within 24 hours) of the status and details of any such actions. In addition, Parent shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person that would restrict Parent’s ability to provide information to PESI as required by Section 5.2(b) or this Section 5.2(c). (d) Neither (i) Parent Board nor any committee thereof shall directly or indirectly (x) withdraw (or amend, qualify or modify in a manner adverse to PESI), or propose to withdraw (or amend, qualify or modify in a manner adverse to PESI), the approval, recommendation or declaration of advisability by the Parent Board or any such committee thereof of this Agreement, the Acquisition or the other transactions contemplated by this Agreement or (y) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Parent Adverse Recommendation Change”), nor (ii) shall Parent or any of its Subsidiaries execute or enter into, any agreement, including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreementagreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement similar agreement, arrangement or understanding, (x) constituting or related to, or that is intended to, to or that would could reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreementan Acceptable Confidentiality Agreement permitted pursuant to Section 5.2(b)) (each an “Acquisition Agreement”) or (y) requiring it to abandon, terminate or that is intended or that could reasonably be expected to result in the abandonment, termination or failure fail to consummate the Merger Acquisition or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything to the contrary in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contraryAgreement, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandonedParent Required Vote, and subject to Parent’s compliance at all times with the Company provisions of this Section 5.2 and Section 5.6, Parent Board or may, in response to a duly authorized committee thereof Superior Proposal, make a Parent Adverse Recommendation Change if Parent Board (A) determines in good faith (faith, after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposalcounsel, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so make a Parent Adverse Recommendation Change would be inconsistent with reasonably likely to result in a breach of its fiduciary duties under applicable Lawto the stockholders of Parent, then and (B) provides prior written notice to PESI (a “Parent Notice of Change”) advising PESI that the Company Parent Board may make a Company is contemplating making such Parent Adverse Recommendation ChangeChange and specifying the material facts and information constituting the basis for such contemplated determination, including the terms and conditions of such Superior Proposal; provided, however, that (A1) no Company Parent Board may not make such Parent Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s after receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis by PESI of the proposed Company Adverse Recommendation Parent Notice of Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment change to the financial terms or any other material term of such Superior Proposal shall require a new written notice be provided to Parent Adverse Recommendation, a new Parent Notice of Change and a new three (3) Business Day period), ) and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B2) during such three (3) third Business Day period, at the request of PESI, Parent shall negotiate in good faith with respect to any changes or modifications to this Agreement which would allow Parent Board not to make such Parent Adverse Recommendation Change consistent with its fiduciary duties. (e) Nothing contained in Section 5.2(d) shall prohibit Parent or the Parent Board from taking and disclosing to Parent’s stockholders a position with respect to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law, provided, however, that (i) compliance with such rules shall in no way limit or modify the effect that any such action pursuant to such rules has under this Agreement and (ii) in no event shall the Parent Board or any committee thereof take any action prohibited by Section 5.2(a) except as specifically permitted by Section 5.2(b). (f) For purposes of this Agreement, “Acquisition Proposal” shall mean any proposal, whether or not in writing (other than by PESI or any of its Subsidiaries), for the (i) direct or indirect acquisition or purchase of a business or assets that generates or constitutes 20% or more of the net revenues, net income or the assets (based on the book or fair market value thereof) of the Company and the Company Subsidiaries, taken as a whole (including capital stock of or ownership interest in the Company and/or any Company Subsidiary), (ii) direct or indirect acquisition or purchase of 20% or more of any class of equity securities or capital stock of the Company or any of the Company Subsidiaries, or (iii) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person or Persons beneficially owning, directly or indirectly, equity securities or capital stock in the Company or equity securities or capital stock of any of the Company’s Subsidiaries, or (iv) other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Acquisition, in each case other than the transactions contemplated by this Agreement. The term “Superior Proposal” shall mean any bona fide written Acquisition Proposal that was not initiated, solicited, encouraged or facilitated by Parent or any of its Subsidiaries or any of its Representatives in violation of this Agreement, made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, share exchange, asset purchase or other business combination, (x) all or substantially all of the assets of the Company and the Company Subsidiaries, taken as a whole, or (y) 50% or more of the equity securities of Parent or the Company, if requested by in each case on terms which the Parent Board determines (after consultation with its financial advisors and outside legal counsel, shall negotiate with Parent ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C., in good faith by resolution duly adopted (A) would result in a transaction that, if consummated, is more favorable to make the stockholders of Parent (in their capacity as stockholders) than the Acquisition, taking into account all the terms and conditions of such adjustments to Acquisition Proposal, the Person making such proposal, and the terms and conditions of this Agreement as would enable the Company Board (including, without limitation, any break-up fees, expense reimbursement provisions, conditions to proceed with its Merger Recommendation, consummation and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior any changes to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement offered by PESI in response to such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it Superior Proposal or otherwise pursuant to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent 5.2) and (B) is reasonably likely to be completed on the Company Board from terms proposed, taking into account all financial, regulatory, legal and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an other aspects of such Acquisition Proposal; provided, howeverfurther, that compliance by the Company with such obligations a proposal shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed to be a Company Adverse Recommendation ChangeSuperior Proposal: (x) if such proposal sets forth consideration that is greater than the Purchase Price (plus the payment of Out of Pocket Expenses and Parent Termination Fee) and such proposal is subject to a financing condition (unless the Parent Board, after consultation with its financial advisors, concludes that the proposed acquiror has adequate financial resources to consummate the transaction); or (y) such proposal sets forth consideration that is equal to the Purchase Price (plus the payment of Out of Pocket Expenses and Parent Termination Fee) and there is no financing condition.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from From the date of this Agreement until the earlier to any time prior to obtaining occur of the Closing or the termination of this Agreement in accordance with its terms, the Company Shareholder Approval shall not, and shall not authorize or permit any of its Subsidiaries or any of its or its Subsidiaries’ officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative (collectively, “No Shop PeriodRepresentatives”), none of ) retained by the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitto, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage initiate or knowingly encourage, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documentsfacilitate, press releases or other similar means) or assistance) any inquiries inquiries, discussions or the making of any proposal that constitutes or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; , (iiiii) enter into furnish any agreement, arrangement information or understanding with respect data regarding the Company or any of its Subsidiaries to any person in connection with or in response to an Acquisition Proposal (including any letter or an inquiry or indication of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or interest that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take (iii) continue or otherwise participate in any action discussions or make negotiations, or otherwise communicate in any statement inconsistent way with the any person (other than Parent, Merger Recommendation (any Sub or Representatives of the foregoing in this clause ‎(ivParent or Merger Sub), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, regarding an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as . Without limiting the foregoing, it is reasonably practicable, but in understood that any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity violation of the Person making restrictions set forth in the Acquisition Proposal) which preceding sentence by any Representative of the Company or any of its Subsidiaries or any such Representative may receive after shall be deemed to be a breach of this Section 6.1 by the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with Company. Notwithstanding the foregoing, and shall keep Parent informed on a prompt basis as prior to the statusdate of the Company Meeting, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision in the event the Company receives an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Agreement Section 6.1(a), it may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the contrary, following the receipt by the Company or any extent that its Board of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines Directors concludes in good faith (after consultation with receiving the advice of its outside legal counsel and and, with respect to financial matters, its financial advisors) that (1) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith Proposal and (after consulting with outside legal counsel2) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, actions would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence violation of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, howeverthat, that (A) no Company Adverse Recommendation Change shall prior to furnishing any nonpublic information permitted to be made until after provided by the third (3rd) Business Day following Parent ‘s receipt of written notice from prior sentence, the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment to the financial terms or any other material term of shall have provided such Superior Proposal shall require a new written notice be provided information to Parent and shall have entered into a new three (3) Business Day period)confidentiality agreement with such third party on terms no more favorable to such person than the Confidentiality Agreement, and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied which confidentiality agreement shall not provide such person with this Section 7.03, (B) during such three (3) Business Day period, any exclusive right to negotiate with the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (eb) Nothing As used in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.Agreement,

Acquisition Proposals. (a) Subject to Sections 7.03(bSection 6.4(b), 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries subsidiaries and Representatives the officers, directors, employees, investment bankers, representatives and agents of the Company and its subsidiaries to, immediately cease and cause from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.1, not (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information or providing access to be terminated immediately its properties, books, records or personnel) any discussions, negotiations or communications with any party or parties that are currently ongoing with respect toinquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead toresult in, an Acquisition Proposal. , (bii) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but participate in any event no later than two Business Days from initial receipt discussions or occurrence) of any negotiations regarding an Acquisition Proposal (other than with Parent and its representatives) or (iii) grant any communications (written waiver or oral) release under any standstill or similar agreement with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity class of the Person making the Acquisition Proposal) which any equity securities of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposalsubsidiaries. (cb) Notwithstanding anything to the contrary contained in Section 7.03(a6.4(a), if, at any time following the date hereof and prior to 11:59 p.m., Boston time, on July 25, 2011, the Company receives a bona fide Acquisition Proposal from any person (that does not arise out of a breach of Section 6.4(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), 5.02 of the Company Board may (directly or through RepresentativesVoting Agreement) contact such Person and its advisors solely for that the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (i) after consultation with outside legal counsel and a financial advisors) advisor of nationally recognized reputation, that such Acquisition Proposal constitutes or is could reasonably likely be expected to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2ii) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposalcounsel, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so take the actions set forth in clauses (x) and (y) below with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties under applicable Lawlaw, then the Company Board may make may, in response to such Acquisition Proposal and until 11:59 p.m., Boston time, on July 25, 2011 (after which time the Company and its representatives shall cease immediately all actions set forth in clauses (x) and (y) below), (x) furnish information (including non-public information) with respect to the Company and its subsidiaries to the person who has made such Acquisition Proposal, pursuant to a confidentiality agreement (with terms and conditions that are not materially less favorable to the Company Adverse Recommendation Change; providedthan the Confidentiality Agreement between the Company and Parent dated January 14, however, that 2011) (A) no Company Adverse Recommendation Change a copy of which shall be made until provided to Parent) and (y) participate in discussions and negotiations regarding such Acquisition Proposal. The Company shall as promptly as practicable (and in any event within 36 hours after receipt), notify Parent both orally and in writing of the third (3rd) Business Day following Parent ‘s receipt of any Acquisition Proposal, any inquiries relating to an Acquisition Proposal or any request for information from, or any negotiations sought to be initiated or continued with, either the Company or its representatives concerning an Acquisition Proposal. The Company’s written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make shall include a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent written summary of the material terms of such Acquisition Proposal, inquiry or request, including the identity of the person or group of persons making the Acquisition Proposal, inquiry or request. The Company shall as promptly as practicable (and conditions in any event within 24 hours after taking such action) advise Parent of any Superior Proposal that is the basis decision to take any of the proposed action by actions referred to in the Company Board foregoing clauses (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 written notice be provided to Parent and a new three (3x) Business Day period), and (iiiy) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an any Acquisition Proposal; provided, however, that compliance by the . The Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), keep Parent reasonably informed on a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.reasonably prompt

Acquisition Proposals. (a) Subject to Sections 7.03(bFrom the Agreement Date until the Effective Time, the Company shall, and shall cause its Subsidiaries and each of their respective directors, officers, employees, agents, attorneys, accountants, investment bankers and other representatives (collectively, the "COMPANY REPRESENTATIVES"), 7.03(c) and 7.03(d)to immediately cease all existing discussions, from the date of this Agreement negotiations or other action with any other Person conducted heretofore with respect to any time prior to obtaining Acquisition Proposal. From the Agreement Date until the Effective Time, the Company Shareholder Approval (“No Shop Period”)shall not, none and shall cause its Subsidiaries and each of the Company Representatives not to, (i) solicit, initiate, facilitate or any of its Subsidiaries shall, nor shall any of them authorize or permitknowingly encourage, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making or submission of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; , (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any letter of intent, agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related toProposal, or intended to, agree to approve or that would reasonably be expected to lead to, endorse any Acquisition Proposal (other than a confidentiality or enter into any agreement), arrangement or understanding that is intended would require the Company to abandon, terminate or that could reasonably be expected to result in the abandonment, termination or failure fail to consummate the Merger or any other transaction contemplated by this Agreement); , (iii) initiate or participate in any way in any discussions or negotiations with, or furnish or disclose any information to, any Person (iv) fail to make, withdraw or modify in a manner adverse to other than the Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation Subsidiary) in furtherance of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification)proposal that constitutes, or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an any Acquisition Proposal. , or (biv) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but facilitate or further in any event no later than two Business Days from initial receipt other manner any inquiries or occurrence) the making or submission of any Acquisition Proposal proposal that constitutes, or any communications (written or oral) with respect could reasonably be expected to lead to, any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with . Without limiting the foregoing, and shall keep Parent informed it is agreed that any violation of the foregoing restrictions by any Company Representative, whether or not such Person is purporting to act on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision behalf of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during or otherwise, will be deemed to be a breach of this SECTION 5.7(A) by the No Shop PeriodCompany. (b) Notwithstanding the restrictions set forth in SECTION 5.7(A), if at any time prior to obtaining the Company Stockholders Approval, the Company's Board of an Directors receives a bona fide, unsolicited Acquisition Proposal (that was under circumstances in which there has not solicited, encouraged or facilitated in been a violation of Section 7.03(aSECTION 5.7(A)) or Section 7.03(b)), and the Company Company's Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board Directors determines in good faith (after consulting with its financial advisor and outside legal counsel) that such Acquisition Proposal is, or is reasonably likely to result in, a Superior Proposal (as such term is defined in subsection (h) below) and that failure to take such action permitted under this paragraph would be inconsistent with result in a breach of its fiduciary duties to the Company Stockholders under applicable LawLaws, the Company may (or permit the Company Representatives), subject to providing Parent with the information required pursuant to subsection (c) below, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made making such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a customary confidentiality agreementagreement not less restrictive (including with respect to standstill provisions) on the other party than the confidentiality agreement between the Company and the Parent dated November 2, 2005 (the "CONFIDENTIALITY AGREEMENT"), and (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates participate in discussions or negotiations regarding with the Person making such Acquisition Proposal. (c) The Company shall as promptly as practical, and in any event within forty-eight (48) hours, notify Parent of any Acquisition Proposal or of any request for information or inquiry that could reasonably be expected to lead to an Acquisition Proposal, which notification shall include a copy of the applicable Acquisition Proposal or a reasonably detailed written summary thereof, request or inquiry (or, if oral, a written copy of statement setting forth in reasonable detail the terms and conditions of such Acquisition Proposal, request or inquiry), including the identity of the third party making such Acquisition Proposal, request or inquiry. Notwithstanding anything in this Section 7.03 The Company shall keep the Parent advised on a reasonably current basis of the status and content of any discussions or negotiations involving any Acquisition Proposal, request or inquiry and shall promptly make available to the contrary, Parent any non-public information furnished to any third party in connection therewith that has not been previously provided to the Parent. The Company will notify the Parent in writing promptly after any determination by the Board of Directors of the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concernsthat an Acquisition Proposal is, or if the exchange of such information, as would reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Lawslead to, a Superior Proposal. (d) Notwithstanding anything Neither the Company's Board of Directors nor any committee thereof will withdraw, modify or change, or propose publicly to withdraw, modify or change, in this Agreement a manner adverse to the contraryParent, at any time the Merger Subsidiary or the transactions contemplated by this Agreement, the Company Recommendation, unless prior to obtaining the Company Shareholder Stockholders Approval, if (1A) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Company's Board or a duly authorized committee thereof of Directors determines in good faith (after consultation with outside legal counsel and financial advisorscounsel) that the failure to take such Acquisition Proposal action would be a breach of its fiduciary duties to the Company Stockholders under applicable Laws, and (B) if such withdrawal, modification or public proposal is taken in response to a Superior Proposal, or then unless the Company also first gives the Parent four (24) business days written notice of the material terms and provisions of such Superior Proposal, during which four (4) business day period the Company will and will cause the Company Representatives to negotiate in good faith with the absence Parent, so that the Parent may propose an amendment to this Agreement for the purpose of an causing the Acquisition Proposal to no longer constitute a Superior Proposal. In the case of subclause (A) of the immediately preceding sentence, the Company may withdraw, modify or change its recommendation and shall give Parent prompt notification thereof. In the case of subclause (B) of the immediately preceding sentence, if at the end of such four (4) business day period, the Company's Board of Directors continues to believe in good faith, after receiving the advice of its financial advisors and outside legal counsel, that the Acquisition Proposal continues to be a Superior Proposal, and the Company has concurrently satisfied its obligations pursuant to SECTIONS 7.3 and 7.4, then the Company may withdraw, modify or change the Company Recommendation by written notice to the Parent and terminate this Agreement pursuant to SECTION 7.1(C)(II). (e) Unless the Company's Board of Directors has previously withdrawn or modified, or is concurrently withdrawing or modifying, the Company Recommendation in accordance with this section, the Company's Board of Directors shall not recommend any Acquisition Proposal to the Company Stockholders. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company's Board of Directors from complying with Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act with respect to any Acquisition Proposal or making any disclosure required by applicable Laws. (f) The Company shall not release nor permit the release of any Person from, or waive or permit the waiver of any provision of, and the Company shall use its reasonable efforts to enforce or cause to be enforced, any confidentiality, "standstill" or similar agreement to which any of the Company or any of its Subsidiaries is a duly authorized committee thereof party, unless the Company's Board of Directors determines in good faith (after consultation with outside legal counsel and financial advisorscounsel) that the failure to do so take such action would be inconsistent with a breach of its fiduciary duties to the Company Stockholders under applicable LawLaws; PROVIDED, then HOWEVER, that the Company shall not release or permit the release from, or waiver or permit the waiver of any provision of any standstill or similar agreement the effect of which would be to permit such Person to effect a transaction without the approval of the Company's Board may make a of Directors. (g) The term "ACQUISITION PROPOSAL" means an inquiry, proposal, indication of interest or offer relating to any (i) acquisition or sale of (1) 20% or more of the consolidated assets of the Company Adverse Recommendation Change; providedand its Subsidiaries, however, that or (A2) no Company Adverse Recommendation Change shall be made until after 20% or more (in number or voting power) of the third (3rd) Business Day following Parent ‘s receipt equity securities of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Changeor any of its Subsidiaries, as applicable), (ii) tender offer or exchange offer, as defined pursuant to the Exchange Act, that, if the basis consummated, would result in any Person beneficially owning 20% or more (in number or voting power) of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent equity securities of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day periodCompany Subsidiary as applicable), and or (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposalmerger, representing that consolidation, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under Subsidiaries, other than the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of transactions contemplated by this Agreement (including Article ‎VIII), or a factually accurate public statement by merger involving only the Company that describes the Company’s receipt and one or more of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Changeits wholly-owned Subsidiaries.

Acquisition Proposals. (a) Subject The Company shall, and shall direct and cause its Subsidiaries and its and its Subsidiaries’ Affiliates, directors, officers, employees, agents, and representatives (including any investment banker, financial advisor, attorney, accountant, or other representative retained by such Party or any of its Subsidiaries) to, immediately cease and cause to Sections 7.03(b)be terminated any activities, 7.03(cdiscussions, or negotiations with any Person other than BancShares and FCB with respect to the possibility, consideration, or consummation of any Acquisition Proposal, and will use its reasonable best efforts to enforce, and will direct and cause its Subsidiaries to use their reasonable best efforts to enforce, any confidentiality, nondisclosure, or similar agreement relating to any Acquisition Proposal, including by requesting any other party or parties thereto to promptly return or destroy any confidential information previously furnished by or on behalf of the Company Parties or any of their Subsidiaries thereunder. (b) and 7.03(d), from From the date of this Agreement to any time prior to obtaining until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company Shareholder Approval shall not, and the Company shall direct and cause its Subsidiaries and its and its Subsidiaries’ Affiliates, directors, officers, employees, agents, and representatives (“No Shop Period”including any investment banker, financial advisor, attorney, accountant, or other representative retained by such Party or any of its Subsidiaries) not to, directly or indirectly through another Person, (i) solicit, initiate, or knowingly encourage (including by way of furnishing information or assistance), none or take any other action to knowingly facilitate or that could reasonably be expected to result in any inquiries or discussions regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to, an Acquisition Proposal; (ii) provide any non-public information or data regarding the Company or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party other than the BancShares Parties and their Subsidiaries relating to this Agreement or in connection with any information in furtherance Acquisition Proposal or any inquiry or indication of any inquiries interest that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into participate in any agreement, arrangement discussions or understanding negotiations or otherwise communicate in any way with respect to any Person other than the BancShares Parties and their Subsidiaries regarding any Acquisition Proposal Proposal; (including iv) approve, endorse, or recommend, or execute, enter into, or consummate, any indication of interest, letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal Contract (other than a confidentiality agreementor nondisclosure agreement contemplated below in Section 7.1(c)) relating to any Acquisition Proposal or requiring the Company to abandon, terminate, or that is intended or that could reasonably be expected to result in the abandonment, termination or failure fail to consummate the Merger or any other transaction transactions contemplated by this Agreement), or propose to do any of the foregoing; or (ivv) fail to makemake or authorize any statement, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification)recommendation, or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing solicitation in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) support of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)7.1(b), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for may, prior to the purpose approval of clarifying this Agreement by the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood shareholders of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board in accordance with the Company’s articles of incorporation and bylaws and applicable Law, if the Company’s board of directors determines in good faith (faith, after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make in response to a Company Adverse Recommendation Change; providedbona fide, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt written Acquisition Proposal not solicited in violation of written notice from the Company (i) advising Parent this Section 7.1 above that the Company Board has determined that the Company Board intends Company’s board of directors determines in good faith constitutes or is reasonably likely to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is result in a Superior Proposal, advising Parent and subject to providing 48 hours’ prior written notice of its decision to take such action to the BancShares Parties and identifying the Person making the Acquisition Proposal and all of the material terms and conditions of such Acquisition Proposal and compliance with Section 7.1(d), (i) furnish information with respect to the Company and its Subsidiaries to any Superior Person making such Acquisition Proposal that is pursuant to a customary confidentiality or nondisclosure agreement on terms no more favorable to such Person than the basis terms contained in the Confidentiality Agreement (which confidentiality agreement shall not provide such Person the exclusive right to negotiate with the Company) and (ii) participate in discussions or negotiations with such Person regarding such Acquisition Proposal. (d) In addition to the obligations of the proposed action Company set forth above, the Company shall promptly (within not more than 24 hours) advise BancShares orally and in writing of its or any of its Subsidiaries’ receipt of any Acquisition Proposal, or any request for information or inquiry which could reasonably be expected to lead to an Acquisition Proposal, and shall keep BancShares informed, on a current basis, of the continuing status thereof, including the material terms and conditions thereof and any changes thereto, and shall provide to BancShares copies of any written materials received by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period)its Subsidiaries in connection therewith. Additionally, and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall contemporaneously provide or make available to BancShares all materials provided or made available to any third party pursuant to this Section 7.1 which have not make a Company Adverse Recommendation Change if, prior been previously provided or made available to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation ChangeBancShares. (e) Nothing in this Section 7.03 or elsewhere contained in this Agreement shall prevent prohibit the Company Board or its board of directors from taking and disclosing to its the Company’s shareholders a position contemplated by Rule 14d-9 required by, or otherwise complying with, Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act with respect or Item 1012(a) of Regulation M-A, or from making any disclosure to an Acquisition Proposalits’s shareholders required by applicable Law; provided, however, that compliance by the Company Company, or its board of directors, with such obligations rules, regulations, or applicable Law shall not relieve in any way limit or modify the effect that any action taken pursuant to such rules, regulations, or applicable Law has under any other provision of this Agreement. (f) Nothing contained in this Section 7.1 shall (i) prevent the Company or its board of directors from informing any Person of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt obligations under this Section 7.1 or (ii) prevent the Company’s board of an Acquisition Proposal and directors from taking the operation actions permitted by Section 7.7(b) of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeAgreement.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d)Except as permitted in accordance with this Section 5.3, from and after the date of this Agreement to any time prior to obtaining until the earlier of the Acceptance Time or the termination of this Agreement in accordance with Article VI, the Company Shareholder Approval (“No Shop Period”)shall not, none of the Company or any of shall cause its Subsidiaries shallnot to, nor and shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives instruct (each, a “Representative”and use its reasonable best efforts to cause) its Representatives not to, directly or indirectly: indirectly (i) initiate, initiate or solicit, or knowingly encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead tofacilitate, any Acquisition Proposal; (ii) initiate inquiries, proposals or participate in any discussions offers that constitute or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could would reasonably be expected to lead to or result in an Acquisition Proposal; , (iiiii) enter into any agreement, arrangement or understanding with respect furnish to any Acquisition Proposal Person (including other than Parent, Buyer or any letter designees or Representatives of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement Parent or other agreement constituting or related toBuyer), or intended toany Representative thereof, any non-public information in connection with, or with the intent to facilitate, the making, submission or public announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead toto or result in an Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person, or any Representative thereof, with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to or result in, an Acquisition Proposal (except to notify any Person of the provisions of this Section 5.3), (iv) enter into any merger agreement, purchase agreement, letter of intent or similar agreement with respect to an Acquisition Proposal (other than a confidentiality agreementagreement entered into pursuant to this Section 5.3(b), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or ) (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv)each, a “Company Adverse Recommendation ChangeAcquisition Agreement”). As of ) or (v) approve, authorize, agree or publicly announce the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause intention to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which do any of the Company foregoing. It is agreed that any violation of the restrictions in this Section 5.3 by any of the Company’s Subsidiaries or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company their respective Representatives shall promptly provide to Parent copies of any written materials received and be a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation breach of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.5.3

Acquisition Proposals. (a) Subject to Sections 7.03(b)Except as contemplated hereby, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval shall not (“No Shop Period”)and shall use its best efforts to cause its officers, none of the Company directors and employees and any investment banker, financial advisor, attorney, accountant, or any of its Subsidiaries shall, nor shall any of them authorize other agent or permit, representative retained by it not to) directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, solicit or encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) ), or take any other action to facilitate, any inquiries or the making of any proposal or other action that constitutesrelating to, or that may reasonably be expected to lead to, any the acquisition of all or a significant part of the business and properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise with a third party other than Parent (an "Acquisition Proposal; (ii) initiate "), or participate in any enter into discussions or negotiations, negotiate with any person or furnish to any Person not a party to this Agreement any information entity in furtherance of any such inquiries that could reasonably be expected or to lead to obtain an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take agree to or endorse any action Acquisition Proposal, or make any statement inconsistent with the Merger Recommendation (authorize or permit any of the foregoing in this clause ‎(iv)officers, a “Company Adverse Recommendation Change”). As of the date of this Agreementdirectors, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations employees or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any agents of the Company or any of its Subsidiaries investment banker, financial advisor, attorney, accountant or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt representative retained by the Company to take any such action. The Company shall as promptly as practicable notify Parent of all relevant terms of any such inquiries or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), proposals received by the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board mayand, if the Company Board determines such inquiry or proposal is in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrarywriting, the Company shall not as promptly as practicable deliver or cause to be required to provide delivered to Parent any a copy of such inquiry or proposal. Notwithstanding the foregoing, nothing shall prohibit the Company's Board of Directors from (a) furnishing information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concernsto, or if the exchange of such informationentering into discussions or negotiations with, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result any persons or entity in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything connection with an unsolicited bona fide proposal in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received connection with an Acquisition Proposal that has not been withdrawn or abandonedif, and only to the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) extent that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent such unsolicited bona fide proposal is on terms that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.'s

Acquisition Proposals. (a) Subject to Sections 7.03(b)4.6.1 Consumers shall not, 7.03(c) and 7.03(d)nor shall it authorize or permit any officer, from the date of this Agreement to director or employee of, or any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)investment banker, none of the Company attorney, or other advisor or representative of, Consumers or any of its Subsidiaries shall, nor shall any of them authorize or permitsubsidiaries to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as defined below) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contraryif, at any time prior to obtaining receipt of the Company Shareholder Approvalapproval of the Merger by the holders of the Consumers Common Shares (the "Consumers Applicable Period"), if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof of Directors of Consumers determines in good faith (faith, after consultation with outside legal counsel and financial advisors) counsel, that such Acquisition Proposal it is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure necessary to do so would be inconsistent in order to comply with its fiduciary duties to Consumers' shareholders under applicable Lawlaw, then the Company Board may make Consumers may, in response to a Company Adverse Recommendation Change; providedSuperior Proposal (as defined in Section 4.7.1) which was not solicited by it or which did not otherwise result from a breach of this Section 4.6, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of and subject to providing prior written notice from of its decision to take such action to PSC (the Company "Consumers Notice") and compliance with Section 4.6.2 (ia) advising Parent that the Company Board has determined that the Company Board intends furnish information with respect to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is Consumers and its subsidiaries to any person making a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action pursuant to a customary confidentiality agreement (as determined by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (Consumers after consultation with its outside legal counsel counsel) and financial advisors(b) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, "Acquisition Proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business (a "Material Business") that constitutes 15% or more of the net revenues, net income or the assets (including equity securities) of Consumers and its fiduciary duties no longer require it to make subsidiaries, taken as a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 whole, or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 15% or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company more of any class of voting securities of Consumers or any of its obligations under subsidiaries owning, operating or controlling a Material Business, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of voting securities of Consumers or any such subsidiary, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Consumers or any such subsidiary, other than the provisions of transactions contemplated by this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeAgreement.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company agrees that, 7.03(c) except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval shall, and shall cause its Subsidiaries to, cause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (“No Shop Period”)i) directly or indirectly initiate, none solicit, knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party that has made an Acquisition Proposal or to this Agreement any information Person in furtherance contemplation of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; , or (iii) accept an Acquisition Proposal or enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreementagreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to, to or that would could reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement)an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.3) or (B) requiring, intended to cause, or that is intended or that which could reasonably be expected to result in cause the abandonmentCompany to abandon, termination terminate or failure fail to consummate the Merger or any other transaction contemplated by this Agreement (each an “Acquisition Agreement”); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent . Any violation of the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (foregoing restrictions by any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As Company’s Subsidiaries or by any representatives of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written of its Subsidiaries, whether or oral) with respect not such representative is so authorized and whether or not such representative is purporting to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (ii) or (iii) of this Section 5.3(a) with respect to a third party if at any time prior to obtaining the Company Required Vote (w) the Company receives a written Acquisition Proposal from such third party (and such Acquisition Proposal was not during such time period initiated, solicited, knowingly encouraged or facilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives), and (x) the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement and (y) the Company has previously disclosed or concurrently discloses or makes available the same information, if any, to Parent as it makes available to such third party and provides to Parent a copy of the Acceptable Confidentiality Agreement that the Company entered into with such third party. Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from taking and disclosing to the Company’s stockholders a position with respect to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (b) Neither (i) the Company Board nor any committee thereof shall directly or indirectly (A) withdraw (or amend or modify in a manner adverse to Parent), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by the Company Board or any such Representative committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) nor (ii) shall the Company or any of its Subsidiaries execute or enter into an Acquisition Agreement. Notwithstanding the foregoing, at any time prior to obtaining the Company Required Vote, and subject to the Company’s compliance at all times with the provisions of this Section 5.3 and Section 5.6, in response to a Superior Proposal, the Company Board may receive make a Company Adverse Recommendation Change and enter into an Acquisition Agreement but only so long as the Company terminates this Agreement pursuant to, and after complying with all the provisions of, Section 7.1(d) and 8.1; provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change and enter into an Acquisition Agreement in response to a Superior Proposal (x) until four Business Days after the date hereofCompany provides written notice to Parent (a “Company Notice”) advising Parent that the Company Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and identifying the Person or group making such Superior Proposal and (y) if during such four Business Day period, Parent proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to the Company and its stockholders from a financial point of view as the Superior Proposal (it being understood that any change in the financial or other material terms of a Superior Proposal shall require a new Company Notice and a new four Business Day period under this Section 5.3(b)). (c) Neither the Parent Board nor any committee thereof shall directly or indirectly withdraw (or amend or modify in a manner adverse to the Company), or publicly propose to withdraw (or amend or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by the Parent Board or any such committee thereof of this Agreement, the Merger, the other transactions contemplated by this Agreement or the Parent Proposal. (d) The parties agree that in addition to the obligations of the Company and Parent set forth in paragraphs (a) through (c) of this Section 5.3, as promptly as practicable after receipt thereof, the Company shall advise Parent in writing of any Acquisition Proposal received from any Person, or any request for information, inquiry, discussions or negotiations with respect to any Acquisition Proposal, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made by the Company in connection with any of the foregoing, and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. The Company agrees that it shall simultaneously provide to Parent any non-public information concerning itself or its Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal which was not previously provided to the Parent. The Company shall keep Parent fully informed on a prompt basis as of the status of any Acquisition Proposals (including the identity of the parties and price involved and any changes to the status, any material terms and conditions and thereof). The Company agrees not to release any material developments regarding third party from, or waive any such proposalprovisions of, any confidentiality or standstill agreement to which it is a party. (ce) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision For purposes of this Agreement to “Acquisition Proposal” shall mean any bona fide proposal, whether or not in writing, for the contrary(i) direct or indirect acquisition or purchase of a business or assets that constitute 10% or more of the net revenues, following net income or the receipt by assets (based on the fair market value thereof) of the Company and its Subsidiaries, taken as a whole, (ii) direct or indirect acquisition or purchase of 10% or more of any class of equity securities or capital stock of the Company or any of its Subsidiaries whose business constitutes 10% or more of the net revenues, net income or assets of the Company and its Subsidiaries, during taken as a whole, or (iii) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, exchange offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person or Persons beneficially owning 10% or more of any class of equity securities of the No Shop PeriodCompany or any of its Subsidiaries whose business constitutes 10% or more of the net revenues, net income or assets of an the Company and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement. The term “Superior Proposal” shall mean any bona fide written Acquisition Proposal made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, share exchange, consolidation or other business combination, (that was not solicited, encouraged A) 50% or facilitated in violation more of Section 7.03(a) or Section 7.03(b)), the assets of the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition ProposalSubsidiaries, taken as a whole, or (B) 50% or more of the material then outstanding equity securities of the Company, in each case on terms thereof, which a majority of the conditions to and its likelihood board of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If directors of the Company Board determines in good faith (after consultation with outside legal counsel its financial advisors and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contraryand taking into account all financial, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, legal and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material regulatory terms and conditions of the Acquisition Proposal and this Agreement, including any Superior Proposal that is the basis of the proposed action by the Company Board alternative transaction (it being understood and agreed that including any amendment modifications to the financial terms or of this Agreement) proposed by any other material term of party in response to such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that including any conditions to and expected timing of consummation, and any risks of non-consummation, of such Acquisition Proposal) to be superior to such party and its stockholders (in their capacity as stockholders) from a financial point of view as compared to the Company has complied with this Section 7.03, transactions contemplated hereby and to any alternative transaction (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments including any modifications to the terms and conditions of this Agreement as would enable Agreement) proposed by the Company Board Parent pursuant to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change5.3.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from From the date hereof until the Effective Time and except as expressly permitted by the following provisions of this Agreement to any time prior to obtaining Section 6.04, the Company Shareholder Approval (“No Shop Period”)will not, none of the Company or nor will it permit any of its Subsidiaries shallsubsidiaries to, nor shall will it authorize or permit any of them authorize its officers, directors or permitemployees of or any investment banker, attorneys, accountants or other advisors or representatives to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage initiate or knowingly encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documentsfacilitate, press releases any Acquisition Proposal or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (iiprovided, however, that nothing contained in this Section 6.04(a) initiate shall prohibit the Company Board from furnishing information to, or participate in any entering into discussions or negotiationsnegotiations with, or furnish any person that makes an unsolicited bona fide written Acquisition Proposal if, and only to any Person the extent that (A) the Offer shall not a party have closed, (B) the Company Board, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Company Board to this Agreement any information comply with its fiduciary duties to its stockholders under applicable Law, (C) the Company Board, after consultation with its financial advisor, determines in furtherance of any inquiries good faith that could such Acquisition Proposal is reasonably be expected likely to lead to an Acquisition Proposal that, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal and would, if consummated, result in a transaction more favorable to its stockholders from a financial point of view than the Offer and the Merger (any such more favorable Acquisition Proposal being referred to herein as a "Superior Proposal; ") and (iiiD) enter prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it is taking such action and (y) receives from such person an executed confidentiality/ standstill agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement. Prior to providing any information to or entering into discussions or negotiations with any agreementperson in connection with an Acquisition Proposal by such person, arrangement or understanding with respect to the Company shall notify Parent of any Acquisition Proposal (including any letter of intentincluding, agreement in principlewithout limitation, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person person making the Acquisition Proposalit) which any of the Company or any of as promptly as practicable (but in no case later than 24 hours) after its Subsidiaries or any such Representative may receive after the date hereofreceipt thereof, and the Company shall promptly provide to thereafter inform Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as of the status of any discussions or negotiations with such a third party and any material changes to the status, material terms and conditions of such Acquisition Proposal and shall promptly give Parent a copy of any material developments regarding information delivered to such person which has not previously been reviewed by Parent. Immediately after the execution and delivery of this Agreement, the Company will, and will cause its subsidiaries, affiliates, officers, directors, employees, investment bankers, attorneys, accountants and other agents to, cease and terminate any such proposalexisting activities, discussions or negotiations with any third parties conducted heretofore with respect to any possible Acquisition Proposal and shall notify each third party that it, or any officer, director, investment advisor, financial advisor, attorney or other representative retained by it, has had discussions with during the 30 days prior to the date of this Agreement that the Company Board no longer seeks the making of any Acquisition Proposal. The Company will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.04(a). (cb) Notwithstanding Section 7.03(a) and Section 7.03(b) The Company Board will not withdraw or any other provision modify, or propose to withdraw or modify, in a manner adverse to Parent, its approval or recommendation of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b))Agreement, the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, Offer or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If Merger unless the Company Board determines in good faith (after consultation with outside legal counsel faith, taking into account all legal, financial and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposalregulatory aspects, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with constitute a breach by the Company Board of its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board may not approve or recommend (and in connection therewith, withdraw or modify its approval or recommendation of this Agreement, the Offer or the Merger) an Acquisition Proposal unless such an Acquisition Proposal is a Superior Proposal (and the Company first shall have complied with its obligations 42 set forth in Section 8.03(a), and the time period referred to in the last sentence of Section 8.03(a) has expired) and unless it shall have first consulted with outside counsel and have determined that the Company Board intends refusal to make do so would constitute a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action breach by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) under applicable Law. Nothing contained in this Section 7.03 or elsewhere in this Agreement 6.04(b) shall prevent prohibit the Company Board from taking and disclosing to its shareholders stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect or from making any disclosure to an Acquisition Proposal; providedits stockholders which, howeverin the good faith reasonable judgment of the Company Board, that compliance based on the advice of independent legal counsel, is required under applicable Law. Notwithstanding anything contained in this Agreement to the contrary, any action by the Company with such obligations Board permitted by, and taken in accordance with, this Section 6.04(b) shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes constitute a breach of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company. Nothing in this Section 6.04(b) shall (i) permit the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of to terminate this Agreement with respect thereto shall not (except as provided in and Article 8 hereof) or (ii) affect any other obligations of itself be deemed a the Company Adverse Recommendation Changeunder this Agreement.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Seller shall not, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company nor shall it authorize or permit any of its Subsidiaries shall, nor shall any of them authorize or permitRepresentatives to, directly or indirectly, (a) solicit, initiate or encourage the submission of any of their respective officersAcquisition Proposal or (b) participate in or encourage any discussion or negotiations regarding, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) furnish to any person any non-public information with respect to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of of, any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate provided, however, that the foregoing shall not prohibit the Board of Directors of the Seller from furnishing information to, or participate in any entering into discussions or negotiationsnegotiations with, any person or furnish entity that makes an unsolicited Acquisition Proposal prior to any Person not the date of the Shareholders' Meeting if, and to the extent that, (A) the Board of Directors of the Seller, after taking into consideration advice of independent outside legal counsel, determines in good faith that such action is advisable for the Board of Directors of the Seller to comply with its fiduciary obligations to the Seller Shareholders under applicable Law, (B) prior to taking such action, the Seller receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Board of Directors of the Seller concludes in good faith, based upon written advice from its independent financial advisor, that the Acquisition Proposal is a party Superior Proposal. The Seller shall promptly provide oral and written notice to this Agreement any information in furtherance the Purchaser of (a) the receipt of any inquiries that such Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any Superior such Acquisition Proposal that is or inquiry and (d) the basis Seller's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Seller shall continue to keep the Purchaser informed of the proposed action by the Company Board (it being understood status and agreed that details of any amendment to the financial terms such Acquisition Proposal or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions inquiry. For purposes of this Agreement as would enable the Company Board to proceed with its Merger RecommendationAgreement, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive "Acquisition Proposal" means any bona fide proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provideda merger, howeverconsolidation, that compliance by share exchange, tender offer or similar transaction involving the Company with such obligations shall not relieve Seller, or any purchase or other acquisition of all or any significant portion of the Company assets of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), Seller or a factually accurate public statement by 25% or greater equity interest in the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeSeller.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of shall cause its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of subsidiaries and their respective directors, officers, trusteesand employees not to, directorsand shall use its reasonable best efforts to cause their respective consultants, employeesattorneys, investment bankersaccountants, financial advisors, accountantsagents, attorneys, brokers, finders investment bankers or other agents, advisors or representatives (each"Representatives") not to (and shall not authorize or permit their respective Representatives to), a “Representative”) to, directly or indirectly: (i) initiate, solicit, knowingly encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, or the making, submission or announcement of, any Acquisition Proposal, (ii) participate or engage in any negotiations or discussions concerning, or furnish or provide access to its properties, books and records or any confidential information or data to, any Person relating to an Acquisition Proposal, or any inquiry or proposal that could reasonably be expected to lead to any 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 principle, merger agreement, acquisition agreement or other similar agreement for any Acquisition Proposal; provided that it is understood and agreed that any determination or action by the Company Board of Directors permitted under Section 7.1(b) or Section 7.1(d) shall not be deemed to be a breach or violation of this Section 7.1(a) or, in the case of Section 7.1(b)(i) - (iv), give Ultimate Parent or Parent a right to terminate this Agreement pursuant to Section 9.1(e)(ii). The Company shall, and shall cause its subsidiaries and their respective directors, officers and employees to, and shall use its reasonable best efforts to cause their respective Representatives to, (i) immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person (other than the Parties) in connection with an Acquisition Proposal, in each case that exist as of the date hereof, and (ii) promptly request each Person (other than the Parties) that has prior to the date hereof executed a confidentiality agreement or similar agreement in connection with its consideration of acquiring the Company to 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. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of the receipt of any Acquisition Proposal after the date hereof, which notice shall include a summary of the material terms of, including the identity of the Person making, such Acquisition Proposal. The Company shall keep Parent informed in all material respects on a prompt basis of the current status and material terms of any such Acquisition Proposal including any material changes in respect of any such Acquisition Proposal and shall deliver to Parent a summary of any material changes to any such Acquisition Proposal. Notwithstanding anything to the contrary herein, the Company may grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to the Company or the Company Board of Directors if the Company Board of Directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action could be reasonably likely to be inconsistent with its fiduciary duties under applicable Law and so long as the Company promptly notifies Parent thereof (including the identity of such counterparty) after granting any such waiver, amendment or release and, if requested by Parent, grants Parent a waiver, amendment or release of any similar provision under the Confidentiality Agreement. (b) The Notwithstanding anything to the contrary in Section 7.1(a) or Section 7.3, nothing contained in this Agreement shall prevent the Company shall promptly notify Parent or its Company Board of Directors from: (i) (x) taking and disclosing to its shareholders a position in writing accordance with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, (as soon as is reasonably practicable, but in y) making any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect "stop-look-and-listen" communication to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any shareholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act or (z) making any disclosure to shareholders of its Subsidiaries the Company with regard to the transactions contemplated by this Agreement or any such Representative may receive an Acquisition Proposal made after the date hereofhereof if, in the good faith judgment of the Company Board of Directors, after consultation with its outside legal counsel, it determines that it is legally required to do so or failing to do so could be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that neither the Company nor its Company Board of Directors may take an action that would constitute a Company Change of Recommendation in respect of an Acquisition Proposal unless permitted by Section 7.1(d), and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection compliance with the foregoing, and foregoing shall keep Parent informed on a prompt basis as to not in any way limit or modify the status, material terms and conditions and effect that any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or action taken pursuant thereto has under any other provision of this Agreement Agreement; (ii) prior to the contrary, following the receipt by obtaining the Company Requisite Vote, contacting and engaging in discussions with any Person or any of its Subsidiaries, during the No Shop Period, of group and their respective Representatives who has made an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), after the Company Board may (directly or through Representatives) contact such Person and its advisors date hereof solely for the purpose of clarifying such Acquisition Proposal and the Acquisition Proposal, or the material terms thereof; (iii) prior to obtaining the Company Requisite Vote, the conditions providing access to its properties, books and its likelihood of consummation, so as records and providing information or data in response to determine whether the a request therefor by a Person or group who has made a bona fide written Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If after the date hereof if the Company Board determines of Directors (A) shall have determined in good faith (faith, after consultation with its outside legal counsel and financial advisors) , that such Acquisition Proposal constitutes could reasonably be expected to constitute, result in or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any has received from the Person so requesting such information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws.an executed Acceptable Confidentiality Agreement; or (div) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder ApprovalRequisite Vote, if (1) the Company participating and engaging in any negotiations or discussions with any Person or group and their respective Representatives who has received an made a bona fide written Acquisition Proposal that has after the date hereof (which negotiations or discussions need not been withdrawn or abandoned, and be solely for clarification purposes) if the Company Board or a duly authorized committee thereof determines of Directors shall have determined in good faith (faith, after consultation with its outside legal counsel and financial advisors) , that such Acquisition Proposal is could reasonably be expected to constitute, result in or lead to a Superior Proposal; provided, or that with respect to Section 7.1(b)(ii) - (2iv), (A) in the absence case of an Section 7.1(b)(ii) - (iv), such Acquisition ProposalProposal was not solicited in material breach of Section 7.1(a), (B) in the case of Section 7.1(b)(iii) - (iv), the Company Board or a duly authorized committee thereof of Directors determines in good faith (faith, after consultation with its outside legal counsel and financial advisors) counsel, that the failure to do so would take such action could be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) in the case of Section 7.1(b)(iii) - (iv), the Company shall not make a Company Adverse Recommendation Change if, prior to gives Parent the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this notice required by Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII7.1(a), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.and

Acquisition Proposals. (a) Subject The Company shall, and shall direct and use its commercially reasonable efforts to Sections 7.03(bcause its officers, directors, employees, agents and other representatives to, immediately cease any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined). Further, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)shall not, none of the Company or nor shall it permit any of its Company Subsidiaries shallto, nor shall it authorize or permit any of them authorize its officers, directors or permitemployees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any Company Subsidiary to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage initiate or knowingly take any other action to facilitate encourage (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistanceinformation) any inquiries or the making of any proposal or other action that constitutes, which constitutes or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of engage in discussions or negotiations with any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that Person regarding any amendment to the financial terms or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by if, at any time prior to the acceptance for payment of Shares pursuant to the Offer, the board of directors of the Company determines in good faith, after consultation with such obligations shall not relieve and advice from outside counsel, that it would be consistent with the fiduciary responsibilities of the board of directors to the Company's shareholders under Applicable Law, the Company may, in response to an Acquisition Proposal, and subject to compliance with Section 7.3(c), (A) furnish information with respect to the Company or any Company Subsidiary to any Person pursuant to a confidentiality agreement in substantially the same form as the August Confidentiality Agreement with respect to protecting the Confidential Information of the Company, and (B) participate in discussions, investigations and/or negotiations regarding such Acquisition Proposal; provided, however, that prior to furnishing information to, or entering into discussions or negotiations with, such Person, (x) the Company shall provide written notice to Parent to the effect that the Company is furnishing information to, or entering into discussions or negotiations with, such Person, and (y) the Company keeps Parent informed, on a current basis, as to the status and, subject to the fiduciary responsibilities of the board of directors, the substance of such discussions or negotiations. With respect to any of its obligations under Person or Persons with whom the provisions Company has been discussing any Acquisition Proposal prior to the date hereof, the Company shall promptly following the execution of this Section 7.03Agreement, request each such Person who has heretofore entered into a confidentiality agreement with the Company regarding an Acquisition Proposal to return to the Company all Confidential Information heretofore furnished to such Person or Persons by or on behalf of the Company. In additionWithout limiting the foregoing, it is understood and agreed that, for purposes that any violation of the restrictions set forth in this Agreement (including Article ‎VIII), a factually accurate public statement Section 7.3(a) by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.any officer,

Acquisition Proposals. (a) Subject to Sections 7.03(b)In the case of the Company, 7.03(c) it shall not, and 7.03(d), from the date of this Agreement to any time prior to obtaining it shall cause the Company Shareholder Approval (“No Shop Period”)Subsidiaries, none the directors, officers, or employees of the Company or any of its Subsidiaries shallCompany Subsidiaries, nor shall any of them authorize or permit, directly or indirectly, any of their respective officersattorneys, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders agents or other agentsadvisors (collectively, advisors or representatives (each, a “Representative”the "Company Representatives") not to, directly solicit or indirectly: (i) initiate, solicit, encourage inquires or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing proposals with respect to, or that could reasonably be expected furnish any nonpublic information relating to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but or participate in any event no later than two Business Days from initial receipt negotiations or occurrence) discussions concerning, any acquisition or purchase of any Acquisition Proposal all or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity a substantial portion of the Person making the Acquisition Proposal) which any assets of the Company or any of its the Company Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any merger or other communications made in connection business combination with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiariesthe Company Subsidiaries other than as contemplated by the Plan; and the Company shall notify Purchaser immediately if and the terms of any such inquiries or proposals are received by, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) any such negotiations or Section 7.03(b))discussions are sought to be initiated with, the Company Board may (directly or through Representatives) contact such Person any of the Company Subsidiaries. All pending negotiations or discussions by Company Representatives have been terminated and its advisors solely for the purpose of clarifying Company's confidential information has been destroyed and returned as provided in the Acquisition Proposal, applicable confidentiality agreement. Nothing in the Plan will prevent the Company or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead Company Board from: (i) providing information in response to a Superior Proposal. If request therefore by a person who has made an unsolicited bona fide written proposal for an acquisition or purchase of the type described in the preceding sentence; or (ii) engaging in any negotiations or discussions with any person who has made such an unsolicited bona fide written proposal, if and only to the extent that, in each such case referred to in clause (i) or (ii), the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure proposal could reasonably result in a transaction more favorable to do so would be inconsistent with its fiduciary duties under applicable Lawthe holders of shares, then as a group in their capacity as shareholders of Company Common Stock, from a financial point of view than the Merger or if counsel to the Company advises the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent Directors that the Company Board has determined that failure to furnish information, negotiate or enter into appropriate agreements with such person could reasonably be expected to subject the Company Board intends Company's directors to make a Company Adverse Recommendation Change, (ii) if liability for breach of their fiduciary duties or for failure to conform to the basis requirements of the proposed Company Adverse Recommendation Change is a Superior Proposalsecurities laws, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment in each case subject to the financial terms or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03ARTICLE VII. In additionIf negotiations or discussions are initiated in accordance with the preceding sentence, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company agrees that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Changeit will notify Purchaser immediately.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) From and 7.03(d), from after the date hereof until the termination of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)Agreement, none of the Company or neither Target nor any of its Subsidiaries shallofficers, nor shall directors, employees, representatives, agents or affiliates (including, without limitation, any of them authorize investment banker, financial advisor, attorney or permitaccountant retained by Target or Target Bank), will, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage solicit or knowingly take any other action to facilitate encourage (including by way of furnishing information (other than non-public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) ), or facilitate knowingly, any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or Target Bank or any investment banker, financial advisor, attorney, accountant or other representative retained by Target Bank to take any such action; provided, however, that nothing contained in this Section 4.1 shall prohibit Target or the Board of Directors of Target from: (i) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited written, bona fide proposal to acquire Target pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that: (A) the Board of Directors of Target, after consultation with and based upon the advice of independent legal counsel, determines in good faith after taking into account various legal, financial and regulatory aspects of the proposal and the person making such proposal that such proposal (x) if accepted, is reasonably likely to be consummated, and (y) if consummated, is reasonably likely to result in a transaction that is more favorable to Target's stockholders, from a financial point of view, than the transactions contemplated by the Agreement (such proposal being referred to herein as a "Superior Proposal"); and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Target: (1) provides prompt notice to Acquiror to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity; and (2) receives from such person or entity an executed confidentiality agreement in reasonably customary form; (ii) initiate complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposalexchange offer; or (iii) enter failing to make or withdrawing or modifying its recommendation and entering into any agreementa Superior Proposal if there exists a Superior Proposal and the Board of Directors of Target, arrangement or understanding after consultation with respect independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of Target to comply with its fiduciary duties to stockholders under applicable law. Target shall notify Acquiror orally and in writing of any Acquisition Proposal (including including, without limitation, the terms and conditions of any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any such Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in and the abandonment, termination or failure to consummate identity of the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a person making such Acquisition Proposal) as promptly as practicable (but, or take in any action or make any statement inconsistent with event, no later than 24 hours) after the Merger Recommendation (any receipt thereof and shall keep Acquiror informed of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As status and details of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an such Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicableFor purposes of this Agreement, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the "Acquisition Proposal) which " shall mean any of the Company following (other than the transactions contemplated hereunder) involving Target or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.Target Bank:

Acquisition Proposals. (a) Subject to Sections 7.03(b)Except as contemplated hereby, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval shall not (“No Shop Period”)and shall not permit any of its subsidiaries to, none of the Company and shall use its best efforts to cause its officers, directors and employees and any investment banker, attorney, accountant, or other agent retained by it or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) subsidiaries not to, directly or indirectly: (i) initiate, solicit, solicit or encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) ), or take any other action to facilitate, any inquiries or the making of any proposal or other action that constitutesrelating to, or that may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate acquire all or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any significant part of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, business and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations properties or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any capital stock of the Company or its subsidiaries, taken as a whole, whether by merger, purchase of assets, tender offer or otherwise (a "COMPETING TRANSACTION"), or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or knowingly permit any of the officers, directors, employees or agents of the Company or its Subsidiaries subsidiaries or any such Representative may receive after the date hereofinvestment banker, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any financial advisor, attorney, accountant or other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt representative retained by the Company or any of its Subsidiaries, during the No Shop Period, subsidiaries to take any such action. The Company shall as promptly as practicable notify Parent of an Acquisition Proposal (that was not solicited, encouraged all relevant terms of any such inquiries or facilitated in violation of Section 7.03(a) or Section 7.03(b)), proposals received by the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board maysubsidiaries and, if the Company Board determines such inquiry or proposal is in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrarywriting, the Company shall not as promptly as practicable deliver or cause to be required to provide delivered to Parent any a copy of such inquiry or proposal. Notwithstanding the foregoing, nothing shall prohibit the Company's Board of Directors from (a) furnishing information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concernsto, or if the exchange of such informationentering into discussions or negotiations with, as reasonably determined by the Company’s outside legal counselany persons or entity in connection with an unsolicited bona fide proposal in connection with a Competing Transaction if, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement and only to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal extent that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent such unsolicited bona fide proposal is on terms that the Company Company's Board has determined that of Directors determines it cannot reject, based on applicable fiduciary duties and the Company advice of counsel and (except with respect to furnishing information) for which financing, to the extent required, is then committed, or in the good faith judgment of the Board intends of Directors could reasonably be expected to make a Company Adverse Recommendation Changebe obtained, and (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposalprior to furnishing such information to, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by entering into discussions or negotiations with, such person or entity the Company Board (it being understood and agreed that any amendment provides written notice to Parent to the financial terms effect that it is furnishing information to, or any other material term of entering into discussions or negotiations with, such Superior Proposal shall require a new written notice be provided to Parent and a new three person or entity; or (3b) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied complying with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) 14e-2 promulgated under the Exchange Act with respect regard to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeCompeting Transaction.

Acquisition Proposals. (a) Subject to Sections 7.03(b)Each of ACT and ICH shall not, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company nor shall it authorize or permit any of its Subsidiaries shallor agents, nor shall any of them authorize affiliates, employees, advisors or permitrepresentatives to, directly or indirectly, (a) solicit, initiate or encourage the submission of any of their respective officersAcquisition Proposal or (b) participate in or encourage any discussion or negotiations regarding, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) furnish to any person any non-public information with respect to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of of, any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate provided, however, that the foregoing shall not prohibit the ACT Board of Trust Managers or participate in any the ICH Board of Directors, as the case may be, from furnishing information to, or entering into discussions or negotiationsnegotiations with, any person or furnish entity that makes an unsolicited Acquisition Proposal to any Person not the extent that (A) the ACT Board of Trust Managers or the ICH Board of Directors, as the case may be, based upon the advice of outside legal counsel, determines in good faith that such action is required for it to comply with its fiduciary obligations to its shareholders or stockholders, as the case may be, under applicable Texas or Maryland law, as the case may be, (B) prior to taking such action, ACT or ICH, as the case may be, receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the applicable Board concludes in good faith, after receiving advice from its independent financial advisor, that the Acquisition Proposal is a Superior Proposal. The party hereto receiving such unsolicited Acquisition Proposal shall provide immediate oral and written notice to this Agreement any information in furtherance the other party hereto of (a) the receipt of any inquiries that such Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is or inquiry, (c) the basis of the proposed action by the Company Board (it being understood and agreed that any amendment to the financial terms or any other material term identity of such Superior person or entity making any such Acquisition Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03or inquiry, (Bd) during its intention to furnish information to, or enter into discussions or negotiations with, such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms person or entity and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in subject to the fiduciary duties of its Board under applicable law, shall continue to keep such other party informed of the status and details of any such Acquisition Proposal or inquiry. For purposes of this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act Agreement, "Acquisition Proposal" means any bona fide proposal with respect to an Acquisition Proposal; provideda merger, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.consolidation,

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) Company and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries shall, nor each Subsidiary shall any of them authorize or permitnot, directly or indirectly, any of and shall instruct and otherwise use its best efforts to cause their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders agents or advisors or other agents, advisors representatives or representatives (each, a “Representative”) to, consultants not to directly or indirectly: (i) initiate, solicit, encourage solicit or knowingly take initiate any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases proposals or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect offers relating to any Acquisition Proposal (including as defined below). Company shall, unless the Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to Company shareholders under applicable law, as advised by independent outside counsel, prohibits the taking of such action, promptly advise Commerce orally and in writing of any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related request for information relating to, or intended toof any, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) inquiry with respect to or which could lead to any Acquisition Proposal (including Proposal, the material terms and conditions thereof of such request, Acquisition Proposal or inquiry and the identity of the Person making any such request, Acquisition Proposal or inquiry. Company shall, unless the Acquisition Proposal) which any Board of Directors of Company determines, in good faith, that the exercise of its fiduciary duties to Company shareholders under applicable law, as advised by independent outside counsel, prohibits the taking of such action, keep Commerce fully informed of the Company status and details (including amendments or any proposed amendments) of its Subsidiaries or any such Representative may receive after the date request, Acquisition Proposal or inquiry. For purposes hereof, and the Company “Superior Proposal” shall promptly provide to Parent copies of mean any bona fide written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material by a third party on terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines determined in good faith (after consultation with outside legal counsel by the Board of Directors of Company to be reasonably capable of being completed, taking into account all legal, financial, regulatory and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, other aspects of the Company Board mayproposal and the Person making the proposal and, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure consummated to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect more favorable to the shareholders of Company and its Subsidiaries to from a financial point of view than the Person who made such Acquisition Proposal providedMerger. For purposes hereof, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.“Acquisition

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries shallHCI shall not, nor shall any of them HCI authorize or permitpermit any officer, director or employee of, or investment banker, attorney or other advisor or representative or agent of, HCI or any HCI Subsidiary to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action intended to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that nothing contained in this Section 7.2(a) shall prohibit HCI's Board of Directors (and its authorized representatives) from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal if, and only to the Company extent that (1A) concurrently furnishes HCI's Board of Directors, after consultation with and based on the written opinion of outside legal counsel, determines in good faith that in order for such information HCI's Board of Directors to Parent and (2) furnishes comply with its fiduciary duties to stockholders under Applicable Law it should take such information pursuant to a confidentiality agreementaction, (B) discloses prior to its shareholders any taking such action, HCI receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information required to be disclosed under applicable Law provided to such person or entity, and (C) participates in negotiations regarding such the Acquisition Proposal. Notwithstanding anything in this Section 7.03 Proposal contains an offer of consideration that is superior to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined consideration represented by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if HCI shall (1i) promptly advise Rent-Way orally and in writing of (A) the Company has received an receipt by it (or any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an any inquiry which could reasonably be expected to lead to any Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisorsB) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is or inquiry and (C) the basis identity of the proposed action by person making any such Acquisition Proposal or inquiry, (ii) keep Rent-Way reasonably informed of the Company Board (it being understood status and agreed that details of any amendment to the financial terms such Acquisition Proposal or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period)inquiry, and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith Rent-Way to make such adjustments to in the terms and conditions of this Agreement as would enable the Company Board HCI to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to transactions contemplated herein. Without limiting the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In additionforegoing, it is understood and agreed that, for purposes that any violation of the restrictions set forth in the first sentence of this Agreement (including Article ‎VIII)Section 7.2 by any officer, director or employee of HCI or the HCI Subsidiaries or any investment banker, attorney or other advisor, representative or agent of HCI or the HCI Subsidiaries, whether or not such person is purporting to act on behalf of HCI or otherwise, shall be deemed to be a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation breach of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.Section 7.2

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company agrees that, 7.03(c) except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries shall, and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval shall, and shall cause its Subsidiaries to, cause their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives not to (“No Shop Period”)i) directly or indirectly initiate, none solicit, knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party that has made an Acquisition Proposal or to this Agreement any information Person in furtherance contemplation of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; , or (iii) accept an Acquisition Proposal or enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreementagreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement similar agreement, arrangement or understanding, (A) constituting or related to, or that is intended to, to or that would could reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement)an Acceptable Confidentiality Agreement permitted pursuant to this Section 5.3) or (B) requiring, intended to cause, or that is intended or that which could reasonably be expected to result in cause the abandonmentCompany to abandon, termination terminate or failure fail to consummate the Merger or any other transaction contemplated by this Agreement (each an "Acquisition Agreement"); . Any violation of the foregoing restrictions by any of the Company's Subsidiaries or by any representatives of the Company or any of its Subsidiaries, whether or not such representative is so authorized and whether or not such representative 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 Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board may take any actions described in clause (ii) or (iviii) fail of this Section 5.3(a) with respect to makea third party if at any time prior to obtaining the Company Required Vote (w) the Company receives a written Acquisition Proposal from such third party (and such Acquisition Proposal was not during such time period initiated, solicited, knowingly encouraged or facilitated by the Company or any of its Subsidiaries or any of their respective officers, directors, investment bankers, attorneys, accountants, financial advisors, agents or other representatives), and (x) the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to lead to, a Superior Proposal, provided that the Company shall not deliver any information to such third party without entering into an Acceptable Confidentiality Agreement and (y) the Company has previously disclosed or concurrently discloses or makes available the same information, if any, to Parent as it makes available to such third party and provides to Parent a copy of the Acceptable Confidentiality Agreement that the Company entered into with such third party. Nothing contained in this Section 5.3 shall prohibit the Company or the Company Board from taking and disclosing to the Company's stockholders a position with respect to an Acquisition Proposal pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law. (b) Neither (i) the Company Board nor any committee thereof shall directly or indirectly (A) withdraw (or amend or modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw (or amend or modify in a manner adverse to Parent or Purchaser), the approval, recommendation or declaration of advisability by the Company Board or any such committee thereof of this Agreement, the Merger Recommendation or the other transactions contemplated by this Agreement or (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or B) recommend, adopt or approve, or propose publicly propose to recommend, adopt or approve, a any Acquisition Proposal, or take Proposal (any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing described in this clause ‎(iv), (i) being referred to as a “"Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and ") nor (ii) shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries execute or enter into an Acquisition Agreement. Notwithstanding the foregoing, at 70 any time prior to obtaining the Company Required Vote, and subject to the Company's compliance at all times with the provisions of this Section 5.3 and Section 5.6, in response to a Superior Proposal, the Company Board may make a Company Adverse Recommendation Change and enter into an Acquisition Agreement but only so long as the Company terminates this Agreement pursuant to, and after complying with all the provisions of, Section 7.1(d) and 8.1; provided, however, that the Company shall not be entitled to exercise its right to make a Company Adverse Recommendation Change and enter into an Acquisition Agreement in response to a Superior Proposal (x) until four Business Days after the Company provides written notice to Parent (a "Company Notice") advising Parent that the Company Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and identifying the Person or group making such Superior Proposal and (y) if during such four Business Day period, Parent proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to the Company and its stockholders from a financial point of view as the Superior Proposal (it being understood that any change in the financial or other material terms of a Superior Proposal shall require a new Company Notice and a new four Business Day period under this Section 5.3(b)). (c) Neither the Parent Board nor any committee thereof shall directly or indirectly withdraw (or amend or modify in a manner adverse to the Company), or publicly propose to withdraw (or amend or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by the Parent Board or any such Representative may receive committee thereof of this Agreement, the Merger, the other transactions contemplated by this Agreement or the Parent Proposal. (d) The parties agree that in addition to the obligations of the Company and Parent set forth in paragraphs (a) through (c) of this Section 5.3, as promptly as practicable after receipt thereof, the date hereofCompany shall advise Parent in writing of any Acquisition Proposal received from any Person, or any request for information, inquiry, discussions or negotiations with respect to any Acquisition Proposal, and the terms and conditions of such request, Acquisition Proposal, inquiry, discussions or negotiations, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made by the Company in connection with any of the foregoing, and the identity of the Person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. The Company agrees that it shall simultaneously provide to Parent any non-public information concerning itself or its Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal which was not previously provided to the Parent. The Company shall keep Parent fully informed on a prompt basis as of the status of any Acquisition Proposals (including the identity of the parties and price involved and any changes to the status, any material terms and conditions and thereof). The Company agrees not to release any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposalthird party from, or the material terms thereofwaive any provisions of, the conditions any confidentiality or standstill agreement to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal it is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Changeparty. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for For purposes of this Agreement (including Article ‎VIII)"Acquisition Proposal" shall mean any bona fide proposal, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall whether or not in and writing, for the (i) direct or indirect acquisition or purchase of itself be deemed a Company Adverse Recommendation Change.business or assets that constitute 10% or more of the net revenues, net income or the assets

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of shall cause its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of subsidiaries and their respective directors, officers, trusteesand employees not to, directorsand shall use its reasonable best efforts to cause their respective consultants, employeesattorneys, investment bankersaccountants, financial advisors, accountantsagents, attorneys, brokers, finders investment bankers or other agents, advisors or representatives (each, a “RepresentativeRepresentatives”) not to (and shall not authorize or permit their respective Representatives to), directly or indirectly: (i) initiate, solicit, knowingly encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries with respect to or the making of any proposal or other action that constitutes, or may could reasonably be expected to lead to, or the making, submission or announcement of, any Acquisition Proposal; , (ii) initiate participate or participate engage in any negotiations or discussions or negotiationsconcerning, or furnish or provide access to its properties, books and records or any confidential information or data to, any Person not a party relating to this Agreement an Acquisition Proposal, or any information in furtherance of any inquiries inquiry or proposal that could reasonably be expected to lead to an any Acquisition Proposal; , (iii) enter into any agreementapprove, arrangement endorse or understanding with respect recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal or (including iv) execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting for any Acquisition Proposal; provided that it is understood and agreed that any determination or related action by the Company Board of Directors permitted under Section 7.1(b) or Section 7.1(d) shall not be deemed to be a breach or violation of this Section 7.1(a) or, in the case of Section 7.1(b)(i) — (iv), give Ultimate Parent or Parent a right to terminate this Agreement pursuant to Section 9.1(e)(ii). The Company shall, and shall cause its subsidiaries and their respective directors, officers and employees to, or intended and shall use its reasonable best efforts to cause their respective Representatives to, (i) immediately cease and cause to be terminated any solicitations, discussions or negotiations with any Person (other than the Parties) in connection with an Acquisition Proposal, in each case that exist as of the date hereof, and (ii) promptly request each Person (other than the Parties) that has prior to the date hereof executed a confidentiality agreement or similar agreement in connection with its consideration of acquiring the Company to 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. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of the receipt of any Acquisition Proposal after the date hereof, which notice shall include a summary of the material terms of, including the identity of the Person making, such Acquisition Proposal. The Company shall keep Parent informed in all material respects on a prompt basis of the current status and material terms of any such Acquisition Proposal including any material changes in respect of any such Acquisition Proposal and shall deliver to Parent a summary of any material changes to any such Acquisition Proposal. Notwithstanding anything to the contrary herein, the Company may grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow for a confidential Acquisition Proposal to be made to the Company or the Company Board of Directors if the Company Board of Directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action could be reasonably likely to be inconsistent with its fiduciary duties under applicable Law and so long as the Company promptly notifies Parent thereof (including the identity of such counterparty) after granting any such waiver, amendment or release and, if requested by Parent, grants Parent a waiver, amendment or release of any similar provision under the Confidentiality Agreement. (b) Notwithstanding anything to the contrary in Section 7.1(a) or Section 7.3, nothing contained in this Agreement shall prevent the Company or its Company Board of Directors from: (i) (x) taking and disclosing to its shareholders a position in accordance with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, (y) making any “stop-look-and-listen” communication to the shareholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act or (z) making any disclosure to shareholders of the Company with regard to the transactions contemplated by this Agreement or an Acquisition Proposal made after the date hereof if, in the good faith judgment of the Company Board of Directors, after consultation with its outside legal counsel, it determines that it is legally required to do so or failing to do so could be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that neither the Company nor its Company Board of Directors may take an action that would constitute a Company Change of Recommendation in respect of an Acquisition Proposal unless permitted by Section 7.1(d), and compliance with the foregoing shall not in any way limit or modify the effect that any action taken pursuant thereto has under any other provision of this Agreement; (ii) prior to obtaining the Company Requisite Vote, contacting and engaging in discussions with any Person or group and their respective Representatives who has made an Acquisition Proposal after the date hereof solely for the purpose of clarifying such Acquisition Proposal and the terms thereof; (iii) prior to obtaining the Company Requisite Vote, providing access to its properties, books and records and providing information or data in response to a request therefor by a Person or group who has made a bona fide written Acquisition Proposal after the date hereof if the Company Board of Directors (A) shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal could reasonably be expected to constitute, result in or lead to a Superior Proposal, and (B) has received from the Person so requesting such information an executed Acceptable Confidentiality Agreement; or (iv) prior to obtaining the Company Requisite Vote, participating and engaging in any negotiations or discussions with any Person or group and their respective Representatives who has made a bona fide written Acquisition Proposal after the date hereof (which negotiations or discussions need not be solely for clarification purposes) if the Company Board of Directors shall have determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal could reasonably be expected to constitute, result in or lead to a Superior Proposal; provided, that with respect to Section 7.1(b)(ii) — (iv), (A) in the case of Section 7.1(b)(ii) — (iv), such Acquisition Proposal was not solicited in material breach of Section 7.1(a), (B) in the case of Section 7.1(b)(iii) — (iv), the Company Board of Directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action could be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, (C) in the case of Section 7.1(b)(iii) - (iv), the Company gives Parent the notice required by Section 7.1(a), and (D) in the case of Section 7.1(b)(iii), the Company furnishes any information provided to the maker of the Acquisition Proposal only pursuant to an executed Acceptable Confidentiality Agreement and such furnished information is delivered to Parent at substantially the same time (to the extent such information has not been previously furnished or made available by the Company to Parent). (c) Except as contemplated by Section 7.1(d), neither the Company Board of Directors nor any committee thereof shall (i) (A) withhold, withdraw, qualify or modify, or resolve to or propose to withhold, withdraw, qualify or modify the Company Recommendation in a manner adverse to Ultimate Parent or Parent, (B) make any public statement inconsistent with the Company Recommendation, (C) approve, adopt or recommend any Acquisition Proposal, or any inquiry or proposal that would reasonably be expected to lead to any Acquisition Proposal, (D) fail to reaffirm or re-publish the Company Recommendation within ten (10) Business Days of being requested by Parent to do so (provided, however, that Parent shall not be entitled to request such a reaffirmation or re-publishing more than one (1) time with respect to any single Acquisition Proposal other than in connection with an amendment to any financial terms of such Acquisition Proposal or any other material amendment to such Acquisition Proposal) or (E) fail to announce publicly, within ten (10) Business Days after a tender offer or exchange offer relating to any securities of the Company has been commenced, that the Company Board of Directors recommends rejection of such tender or exchange offer (each such action set forth in clauses (A) through (E) above being a “Company Change of Recommendation”), (ii) authorize, cause or permit the Company to enter into a merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar contract (other than the Acceptable Confidentiality Agreement) or recommend any tender offer providing for, with respect to, or in connection with any Acquisition Proposal (other than a confidentiality agreement)or requiring the Company to abandon, terminate, delay or that is intended or that could reasonably be expected to result in the abandonment, termination or failure fail to consummate the Merger or any other transaction contemplated by this Agreement); , or (iviii) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action pursuant to which any Person (other than Ultimate Parent, Parent, Merger Sub or make their respective Affiliates) or Acquisition Proposal would become exempt from or not otherwise subject to any statement inconsistent with the Merger Recommendation (any take-over statute or certificate of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause incorporation provision relating to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable. For the avoidance of doubt, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any a change of the Company or any Recommendation to “neutral” is a Company Change of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust LawsRecommendation. (d) Notwithstanding anything in this Agreement Section 7.1 to the contrary, at any time prior to obtaining the Company Shareholder ApprovalRequisite Vote, if (1i) the Company has received Board of Directors may effect a Company Change of Recommendation in response to an Intervening Event or (ii) if the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, in response to an Acquisition Proposal from a third party that has did not been withdrawn or abandonedotherwise result from a material breach of Section 7.1(a), that such proposal constitutes a Superior Proposal, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is not withdrawn, the Company or the Company Board of Directors may (i) make a Company Change of Recommendation and/or (ii) terminate this Agreement pursuant to Section 9.1(d)(ii) to enter into a definitive agreement with respect to such Superior Proposal, or if (2and only if) (A) in the absence of an Acquisition Proposalevent the Agreement is terminated pursuant to Section 9.1(d)(ii), the Company pays to Parent any Company Termination Fee required to be paid pursuant to Section 9.2(b)(i) and (B) after consultation with its financial advisors and outside legal counsel, the Company Board or a duly authorized committee thereof of Directors determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so make a Company Change of Recommendation, or to terminate this Agreement pursuant to Section 9.1(d)(ii), would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation ChangeLaws; provided, however, that the Company or the Company Board of Directors, as applicable, may only take the actions described in clauses (Ai) no and (ii) if (x) the Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following delivers to Parent ‘s receipt of a written notice from the (a “Company (iNotice”) advising Parent that the Company Board has determined that of Directors proposes to take such action and containing (1) the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis material details of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of such Intervening Event or the material terms and conditions of any the Superior Proposal that is the basis of the proposed action by the Company Board of Directors and (2) a copy of the most current draft of any written agreement relating to the Superior Proposal and (y) at or after 5:00 p.m., New York City time, on the third (3rd) Business Day immediately following the day on which the Company delivered the Company Notice (such period from the time the Company Notice is provided until 5:00 p.m. New York City time on the third (3rd) Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), the Company Board of Directors reaffirms in good faith (after consultation with its outside counsel and financial advisor) that the failure to make a Company Change of Recommendation, or to terminate this Agreement pursuant to Section 9.1(d)(ii), would be reasonably likely to be inconsistent with its fiduciary duties under applicable Laws, and, in the case of an Acquisition Proposal, such Acquisition Proposal continues to constitute a Superior Proposal. 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 (including by making the Company’s officers and Representatives reasonably available to negotiate) to make such adjustments in the terms and conditions of this Agreement so that (A) in the case of an Acquisition Proposal, such Acquisition Proposal would cease to constitute a Superior Proposal (it being understood and agreed that if Ultimate Parent or Parent has committed to any changes to the terms of this Agreement and there has been any subsequent amendment to the financial terms or any other material term of such Superior Proposal Proposal, the Company Board of Directors shall require provide a new written notice be provided to Parent Company Notice and a new an additional three (3) Business Day period), and (iiiperiod from the date of such notice) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, or (B) during such three (3) Business Day periodin the case of an Intervening Event, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions failure of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it Directors to make a Company Adverse Change of Recommendation Changewould not be reasonably likely to be inconsistent with its fiduciary duties under applicable Laws. Any such Company Change of Recommendation shall not change the approval of this Agreement or any other approval of the Company Board of Directors in any respect that would have the effect of causing any corporate takeover statute or other similar statute or any provision of the Charter to be applicable to the transactions contemplated hereby, including the Merger. Notwithstanding any Company Change of Recommendation, unless this Agreement is terminated pursuant to its terms, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of approving the Merger, and nothing contained in this Section 7.1, including any rights of the Company to take certain actions pursuant to this Section 7.1, shall be deemed to relieve the Company of such obligation. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for For purposes of this Agreement (including Article ‎VIII)Agreement, a factually accurate public statement by the Company that describes following terms shall have the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.meanings assigned below:

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company agrees that neither it nor any of its Subsidiaries shall, 7.03(c) and 7.03(d)that it shall not authorize or permit its or its Subsidiaries’ directors, from the date officers, employees, agents or representatives (including any investment banker, financial advisor, consultant, attorney or accountant retained by it or any of this Agreement to any time prior to obtaining the Company Shareholder Approval (its Subsidiaries)(collectively, “No Shop PeriodRepresentatives”), none directly or indirectly, to solicit, initiate or knowingly facilitate or encourage the making of any proposal or offer (including any proposal or offer to the Company’s stockholders) that constitutes or would reasonably be expected to lead to, a proposal for any tender offer, merger, recapitalization, reorganization, share exchange, business combination, consolidation, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries and a third party, or any purchase by a third party of more than 10% of the outstanding shares of any class of the Company’s capital stock (other than upon the exercise of Company Options that are outstanding on the date hereof in accordance with their terms) or any business or assets of the Company or any of its Subsidiaries constituting more than 10% of the assets of the Company and its Subsidiaries, taken as a whole, other than acquisitions or sales of inventory in the ordinary course of business (any such proposal or offer, other than in connection with the Merger, whether in a single transaction or a series of related transactions, being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries shall, nor and that it shall any of them not authorize or permitpermit its or its Subsidiaries’ Representatives to: (i) engage, directly or indirectly, in any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders discussions or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutesnegotiations with, or may reasonably be expected to lead provide any confidential information or data to, any Person in furtherance of or relating to an Acquisition Proposal (and the Company, its Subsidiaries and all such Persons shall immediately cease and cause to be terminated any existing discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal); (ii) initiate except to the extent required to give effect to Section 6.2(c) in connection with the receipt by the Company of an unsolicited Acquisition Proposal described in clause (1) or participate in (2) thereof, grant any discussions waiver or negotiationsrelease under any confidentiality agreement, standstill agreement or furnish similar agreement with respect to Company or any Person of its Subsidiaries (it being understood and agreed that receipt by the Company of unsolicited Acquisition Proposals or Superior Proposals shall not be deemed to be such a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposalwaiver or release); or (iii) execute or enter into any written agreement, arrangement letter of intent, acquisition agreement or understanding similar agreement with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any an “Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Neither the Company nor its Board of Directors shall promptly notify Parent in writing (as soon as is reasonably practicableapprove, but in any event no later than two Business Days from initial receipt recommend or occurrence) of declare advisable any Acquisition Proposal or Acquisition Agreement (or publicly propose to approve, recommend or declare advisable, or formally resolve to approve or authorize, any communications Acquisition Proposal or Acquisition Agreement), except in connection with a termination of this Agreement in accordance with Section 6.2(e) hereof. Nothing contained in this Agreement shall prevent the Company or its Board of Directors from (written i) complying with its disclosure obligations under applicable Laws or oral(ii) from taking and disclosing to its stockholders a position not inconsistent herewith with respect to any an Acquisition Proposal by a third party to the extent required by Rule 14d-9(a) or Rule 14e-2(a) promulgated under the Exchange Act. It is understood and agreed that (including i) any “stop-look-and-listen” communication by the material terms Board of Directors of the Company to the stockholders of the Company pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar communication to the stockholders of the Company in each case in connection with and conditions thereof and no later than 10 Business Days after the commencement of a tender offer or exchange offer, or (ii) any disclosure of factual information regarding the business, financial condition or results of operations of the Company or the fact that an Acquisition Proposal has been made, the identity of the Person party making such proposal or the Acquisition Proposal) which any terms of such proposal, shall not be deemed to constitute a breach of the Company or any first sentence of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposalthis Section 6.2(b). (c) Notwithstanding the limitations set forth in Section 7.03(a) and Section 7.03(b) or any other provision 6.2(a), if no later than 11:59 p.m., New York City time, on the 25th calendar day after the date of execution of this Agreement to (the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition “Initial Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)Deadline”), the Company receives an unsolicited written Acquisition Proposal (other than as a result of its breach of Section 6.2(a)) which (1) constitutes a Superior Proposal (provided the Board of Directors of the Company so determines in good faith, after consultation with the Company’s outside legal and financial advisors) or (2) which the Board of Directors of the Company determines prior to the Initial Proposal Deadline, in good faith after consultation with the Company’s outside legal and financial advisors, could reasonably be expected to result, after the taking of any of the actions referred to in either of clause (x) or (y) below, in a Superior Proposal (in either of case (1) or (2), an “Eligible Acquisition Proposal”), the Company may take, or the Company may direct its Representatives to take, the following actions prior to the later of the Final Change Deadline (directly or through Representativesas hereinafter defined), or, if applicable, the Superior Proposal Termination Date (as hereinafter defined), with respect to such Acquisition Proposal: (x) contact furnish nonpublic information to the third party making such Person Acquisition Proposal, if, and only if, (i) all such information provided to such third party and its advisors solely for Representatives has previously been made available to Parent or is made available to Parent substantially concurrently (and in any event within 24 hours) with the purpose time such information is provided to such third party and (ii) prior to so furnishing such information, the Company receives from the third party an executed confidentiality agreement on terms substantially similar, with respect to confidentiality, to the terms of clarifying the Confidentiality Agreement and (y) engage in discussions or negotiations with the third party and its Representatives with respect to the Acquisition Proposal, or the material terms thereof, the conditions . “Superior Proposal” shall mean any unsolicited written bona fide proposal to and its likelihood of consummation, so as to determine whether the consummate an Acquisition Proposal is reasonably likely made by a third party (which third party shall have made an Eligible Acquisition Proposal prior to lead to the Initial Proposal Deadline), which did not result from a Superior Proposal. If knowing or material (whether or not knowing) breach of Section 6.2(a), on terms which the Board of Directors of the Company Board determines in good faith (after consultation with outside legal counsel its financial advisors and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take be more favorable from a financial point of view (from the perspective of the Company’s stockholders) than the Merger and the transactions contemplated hereby, taking into account (i) any proposal by Parent to amend the terms of the transactions contemplated hereby or this Agreement and (ii) all legal, financial, regulatory and other aspects of such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, proposal that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which Board of Directors of the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concernsrelevant, or if the exchange and is reasonably capable of such information, as reasonably determined being consummated by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Lawsproposing third party. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) and 7.03(d)nor shall it authorize or permit any officer, from the date of this Agreement to director or employee of, or any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)investment banker, none of attorney or other advisor or representative of, the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitto, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as defined) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that nothing contained in this Section 4.6 shall prohibit the Board of Directors of the Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (A) the Board of Directors of the Company, after consultation with and based upon the advice of outside counsel, concludes in good faith that such action is necessary for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under applicable law and (B) the Company (1x) concurrently furnishes provides reasonable notice to Acquiror to the effect that it is taking such information to Parent action and (2y) furnishes receives from such information pursuant to a person or entity an executed confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 agreement substantially similar to the contraryConfidentiality Agreement, except that such confidentiality agreement need not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange Board of such information, as reasonably determined by Directors of the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) . Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if shall promptly advise Acquiror orally and in writing of the receipt by it (1or by any of the other entities or persons referred to above) after the Company has received an date hereof of any Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an any inquiry which could lead to any Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is or inquiry, and the basis identity of the proposed action by person or entity making any such Acquisition Proposal or inquiry, provided that the Company shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Board of Directors, after consultation with and based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the Company or any Significant Subsidiary, or any purchase (it being understood and agreed that including without limitation by way of any amendment to reinsurance transaction) of all or any significant portion of the financial terms assets of the Company or any Significant Subsidiary, or any other material term business combination (including without limitation the acquisition of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3an equity interest therein) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that involving the Company has complied with this Section 7.03or any Significant Subsidiary, (B) during such three (3) Business Day period, other than the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Changetransactions contemplated hereby. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject Except as permitted by this Section 6.3, the Company will, and it will cause the Company Representatives to: (i) (A) immediately cease and cause to Sections 7.03(b)be terminated any solicitation, 7.03(c) and 7.03(d)encouragement, from the date of this Agreement activities, discussions or negotiations with any Persons that may be ongoing with respect to any time prior Acquisition Proposal, (B) take the necessary steps to obtaining promptly inform such Persons of the obligations set forth in this Section 6.3 (C) immediately instruct each Person that has previously executed a confidentiality agreement in connection with such Person’s consideration of an Acquisition Proposal to return to the Company Shareholder Approval (“No Shop Period”), none or destroy any non-public information previously furnished to such Person or to any Person’s Representatives by or on behalf of the Company or any of its Subsidiaries shallCompany Subsidiary, nor shall and (D) enforce (and not release, waive, amend or modify the provisions of) any of them authorize confidentiality, non-solicit, non-use or permit, directly or indirectly, standstill agreements entered into with any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives Person; and (each, a “Representative”ii) tonot, directly or indirectly: (iA) solicit, initiate, seek or knowingly encourage or facilitate or take any action to solicit, initiate or seek or knowingly encourage or knowingly take facilitate any other action to facilitate (including by way inquiry, expression of furnishing information (other than public information widely disseminated through Company SEC Documentsinterest, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action offer that constitutes, constitutes or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could would reasonably be expected to lead to an Acquisition Proposal; , (iiiB) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent or Merger Sub, (C) furnish to any Person other than Parent or Merger Sub any information that the Company believes or should reasonably expect would be used in connection with, or for the purposes of formulating, any Acquisition Proposal, (D) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement in principle or other agreement constituting Contract providing for or related to, or intended to, or that would reasonably be expected otherwise relating to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result an Acceptable Confidentiality Agreement in accordance with the abandonment, termination or failure to consummate terms of the Merger or any other transaction contemplated by this Agreement); ) (each, an “Alternative Acquisition Agreement”) or (ivE) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to submit any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose any matter related thereto to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any vote of the foregoing stockholders of the Company. Without limiting the generality of the foregoing, the parties hereto acknowledge and hereby agree that any violation of the restrictions set forth in this clause ‎(iv), Section 6.3 by any Company Representative will be deemed to be a “Company Adverse Recommendation Change”). As breach of this Section 6.3 by the Company. (b) From and after the date of this Agreement, the Company shallwill promptly (and in any event within 24 hours) provide Parent with: (i) a written description of any inquiry, and shall cause its Subsidiaries and Representatives toexpression of interest, immediately cease and cause proposal or offer relating to be terminated immediately an Acquisition Proposal (including any discussions, negotiations or communications with any party or parties that are currently ongoing with respect tomodification thereto), or any request for information that could would reasonably be expected to lead to, to an Acquisition Proposal. (b) The , that is received by the Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications Company Subsidiary or any Company Representative from any Person (written other than Parent or oralMerger Sub) with respect to any Acquisition Proposal (including the material terms and conditions thereof and in such description the identity of the Person making from which such inquiry, expression of interest, proposal, offer or request for information was received (the Acquisition Proposal“Other Interested Party”); and (ii) which a copy of each material written communication and a summary of each material oral communication transmitted by or on behalf of the Other Interested Party or any of its Representatives to the Company or any Company Representative or transmitted on behalf of the Company or any Company Representative to the Other Interested Party or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with Representatives. Without limiting the foregoing, the Company will promptly (and shall keep in any event within 24 hours) notify Parent informed on a prompt basis as orally and in writing if the Company determines to the status, material terms and conditions and any material developments regarding any such proposalbegin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal pursuant to Section 6.3(c). (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement anything to the contrarycontrary contained in Section 6.3(a), following if prior to the receipt by time at which the Company or any of its SubsidiariesStockholder Approval is obtained (the “Subsequent Time”), during (i) the No Shop Period, of an Company has received a bona fide written Acquisition Proposal from a third party, (that ii) such Acquisition Proposal was not solicited, initiated, encouraged or facilitated in violation material breach of Section 7.03(athe provisions of this Agreement, (iii) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (faith, after consultation with its financial advisors and outside legal counsel and financial advisors) counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior ProposalProposal and (iv) after consultation with its outside counsel, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that the failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so actions would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, then prior to but not after the Subsequent Time, the Company may take the following actions: (A) furnish information with respect to the Company to the Person making such Acquisition Proposal and/or (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that the Company (x) will not, and will not allow any Company Representative to, take any action contemplated by the foregoing clauses (A) or (B) without first entering into an Acceptable Confidentiality Agreement and (y) will promptly provide to Parent any information concerning the Company provided to such other Person that was not previously provided to Parent or the Parent Representatives. (d) Subject to Section 6.3(e), neither the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company nor any committee thereof will (i) advising Parent withhold, withdraw or qualify (or modify in a manner adverse to Parent) (or publicly propose to withhold, withdraw, qualify or so modify) the approval, recommendation or declaration of advisability by the Company Board or any such committee of this Agreement, the Merger or any of the other transactions contemplated hereby, (ii) adopt, approve, recommend, or otherwise declare advisable (or publicly propose to adopt, approve, recommend or otherwise declare advisable) the adoption of any Acquisition Proposal, (iii) submit any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company, or (iv) authorize, commit, resolve or agree to take any such actions (each such action set forth in clauses (i) through (iv) being referred to as a “Change of Board Recommendation”). (e) Notwithstanding anything to the contrary contained in this Article 6, if (i) the Company has received a bona fide written Acquisition Proposal from a third party that was not solicited, initiated, encouraged or facilitated in material breach of the provisions of this Agreement and that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Changedetermines in good faith, (ii) if the basis of the proposed Company Adverse Recommendation Change is after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, advising Parent after giving effect to all of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable that have been delivered to the Company by Parent in writing during the Notice Period provided pursuant to this Section 6.3(e), that are binding and have been irrevocably committed to by Parent in writing, then the Company Board may, at any time prior to proceed but not after the Subsequent Time, take the following actions: (y) effect a Change of Board Recommendation with its Merger Recommendationrespect to such Superior Proposal and (z) terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company may not terminate this Agreement pursuant to the foregoing clause (z), and any purported termination pursuant to the foregoing clause (z) will be void and of no force or effect, unless in advance of or concurrently with such termination the Company pays the Breakup Fee in accordance with Section 8.2(b); and provided, further, that the Company Board may not make effect a Company Adverse Change of Board Recommendation Change, and pursuant to the foregoing clause (Cy) or terminate this Agreement pursuant to the foregoing clause (z) unless: (i) the Company shall not make a Company Adverse Recommendation Change ifhas, prior to the expiration Subsequent Time, provided prior written notice to Parent, at least five Business Days in advance (the “Notice Period”), of the Company’s intention to take such action with respect to such Superior Proposal (it being understood that the delivery of such three notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment will not, by itself, constitute a Change of Board Recommendation), which notice will specify the material terms and conditions of such Superior Proposal, (3including the identity of the party making such Superior Proposal) Business Day periodand the Company has contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal, including any definitive agreement with respect to such Superior Proposal; and (ii) prior to effecting such Change of Board Recommendation or terminating this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, the Company negotiates, and causes the Company Representatives to negotiate, with Parent delivers a definitive proposal in good faith (to adjust the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; and (iii) after the expiration of the Notice Period, the Company Board determines in good faith, after consultation with its financial advisors and its outside counsel, and after taking into account any amendments to this Agreement that Parent and Merger Sub have irrevocably agreed in writing to make, that (x) such Acquisition Proposal constitutes a Superior Proposal and (y) making a Change of Board Recommendation and causing the Company to enter into such Alternative Acquisition Agreement with respect to such Superior Proposal is necessary in order for the members of the Company Board to comply with their fiduciary duties under applicable Law. In the event of any material revisions to the financial or other material terms of such Acquisition Proposal, the Company will be required to deliver, prior to the Subsequent Time, a new written notice to Parent and to comply with the requirements of this Section 6.3(e) with respect to such Acquisition Proposal (provided that the Notice Period for any such subsequent notice shall be three Business Days). (f) Nothing contained in this Agreement shall prohibit the Company (i) from taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e–2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d–9 promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company that the Company Board determines to make in good faith (after consultation with its outside legal counsel and financial advisorscounsel) that in order to fulfill its fiduciary duties no longer require it under, or in order to make a Company Adverse Recommendation Change. otherwise comply with, applicable Law, in each case, so long as (eA) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent any such disclosure includes the Company Board from taking Recommendation, without any modification or qualification thereof and disclosing to its shareholders a position contemplated (B) does not contain either an express Change of Board Recommendation or any other statements by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by on behalf of the Company with such obligations shall not relieve Board as would reasonably be expected to have the Company same effect as a Change of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeBoard Recommendation.

Acquisition Proposals. Prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, Seller agrees that: (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date of this Agreement to neither it nor any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company Subsidiaries shall initiate, solicit or any of its Subsidiaries shall, nor shall any of them authorize or permitknowingly encourage, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, acquisition, tender offer, exchange offer, consolidation, sale of assets or similar transaction involving all or any significant portion of the assets or any equity securities of Seller or any of the Subsidiaries, other action that constitutesthan the transactions contemplated by this Agreement, the Lend Lease Agreement and the Manhattan Towers Agreement (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning or provide any confidential information or data to, or may reasonably be expected to lead tohave any discussions with, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead person relating to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, otherwise facilitate any effort or that would reasonably be expected attempt to lead to, any Acquisition Proposal (other than a confidentiality agreement), make or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered implement an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal; (b) it shall direct and use its reasonable best efforts to cause its officers, or take any action or make any statement inconsistent with the Merger Recommendation (Board Managers, employees, agents and financial advisors not to engage in any of the foregoing activities described in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of Section 4.1 (a) except to the date of this Agreement, extent expressly permitted by the Company shall, and shall cause its Subsidiaries and Representatives to, proviso below; (c) it will immediately cease and cause to be terminated immediately any discussionsexisting activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing; and (d) it will notify Buyer promptly if Seller receives any such inquiries or proposals, or any requests for such information, or if any such negotiations or communications discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Agreement shall prohibit the Board of Managers (or the officers, Board Managers, employees, agents or financial advisors of Seller acting at the direction of the Board of Managers) from (i) furnishing information to or entering into discussions or negotiations with, any party person or parties entity that are currently ongoing makes an unsolicited Acquisition Proposal, if, and only to the extent that (x) the Board of Managers (excluding Parent's designees) determines in good faith following consultation with respect to, counsel and with Seller's financial advisors that such action is required for the Board of Managers to comply with its duties to shareholders imposed by law or that such proposal is or could reasonably be expected to lead result in, a Superior Acquisition Proposal (as hereinafter defined), (y) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Seller provides written notice to Parent and Buyer to the effect that it is furnishing information to, or entering into discussions with, such person or entity, and (z) subject to any confidentiality agreement with such person or entity, Seller keeps Parent and Buyer informed of the status (not the terms) of any such discussions or negotiations; or (ii) to the extent applicable, taking and disclosing to Seller's shareholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. . Nothing in this Section 4.1 shall (b1) The Company shall promptly notify Parent permit Seller to terminate this Agreement (except as specifically provided in writing Article 7 hereof), (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence2) of any Acquisition Proposal or any communications (written or oral) permit Seller to enter into an agreement with respect to any an Acquisition Proposal (including during the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision term of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated other than a confidentiality agreement in violation of Section 7.03(acustomary form executed as provided above) or Section 7.03(b)), the Company Board may (directly or through Representatives3) contact such Person and its advisors solely for the purpose affect any other obligation of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties Seller under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal this Agreement; provided, however, that the Company (1) concurrently furnishes such information to Parent Board of Managers may approve and (2) furnishes such information pursuant to recommend a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Superior Acquisition Proposal that has not been withdrawn and, in connection therewith, withdraw or abandoned, and the Company Board modify its approval or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions recommendation of this Agreement as would enable and the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such Merger. Any disclosure that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it of Managers may be compelled to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation in order to comply with its duties to shareholders of Seller or comply with applicable law will not constitute a violation of this Agreement Section 4.1. As used herein, "Superior Acquisition Proposal" means a bona fide Acquisition Proposal made by a third party which the Board of Managers (excluding Parent's designees) (or a duly constituted committee thereof charged with respect thereto shall not considering Acquisition Proposals) determines in good faith following consultation with counsel and with Seller's financial advisors to be more favorable to Seller's shareholders from a financial point of itself be deemed a Company Adverse Recommendation Changeview than the Merger and which the Board of Managers (excluding Parent's designees) (or any such committee) determines is reasonably capable of being financed and consummated.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company agrees that neither it nor any of its Subsidiaries nor any of their respective officers and directors shall, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company that it shall not authorize or permit its or any of its Subsidiaries shallSubsidiaries’ employees, nor shall any of them authorize or permitagents and representatives to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to otherwise facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action offer with respect to a merger, reorganization, share exchange, consolidation, amalgamation or similar transaction involving the Company, or with respect to any purchase, acquisition, assignment, lease or transfer of 25% or more of the consolidated assets of the Company or 25% or more of the equity securities of the Company, or any combination of the foregoing (any such proposal or offer being hereinafter referred to as an “Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of their respective officers and directors shall, and that it shall not authorize or permit its or any of its Subsidiaries’ employees, agents and representatives to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to a proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or enter into an agreement or agreement in principle with respect to an Acquisition Proposal. (b) The Company provisions of Section 6.2(a) shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of not prevent the Company or any its Board of its Subsidiaries or any such Representative may receive after the date hereofDirectors, and prior to obtaining the Company shall promptly provide Requisite Vote and subject to Parent copies of any written materials received and a written summary of any other communications made in connection complying with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement, from (A) complying with its disclosure obligations under applicable Law; (B) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors receives from such Person requesting such information an executed confidentiality agreement on terms no more favorable to such person than those contained in the Confidentiality Agreement to (it being understood that such confidentiality agreement need not prohibit the contrarymaking, following the receipt by the Company or any of its Subsidiaries, during the No Shop Periodamendment, of an Acquisition Proposal Proposal); (that was not solicited, encouraged C) engaging in any negotiations or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such discussions with any Person and its advisors solely for the purpose of clarifying the who has made an unsolicited bona fide written Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the ; (D) recommending such an Acquisition Proposal is reasonably likely to lead to the shareholders of the Company; or (E) entering into a binding written agreement concerning a transaction that constitutes a Superior Proposal. If , if, (i) in each case referred to in clause (B), (C), (D) and/or (E) above, the Board of Directors of the Company determines in good faith after consultation with outside legal counsel and the Company’s financial advisor that such action is likely to be required in order for its directors to comply with their respective fiduciary duties under applicable Law and (ii) in each case referred to in clause (D) and/or (E) above, (x) the Company has given Parent five business days’ prior written notice (such five business day period to recommence upon notification by the Company of any material change to the applicable Acquisition Proposal) of its intention to take any such action (including attaching the most current version of any such binding written agreement referred to in clause (E) above) and (y) at the end of such five business day period, after taking into account any adjusted, modified or amended terms proposed by Parent, the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel and financial advisorsadvisor) that such Acquisition Proposal, if accepted, has substantially the same likelihood of consummation as the Amalgamation, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and would, if consummated, result in a transaction more favorable to the Company’s shareholders from a financial point of view than the Amalgamation (any Acquisition Proposal constitutes as to which the Company’s Board of Directors make such good faith determination being referred to in this Agreement as a “Superior Proposal”). The Company agrees that it will not recommend to the shareholders of the Company an Acquisition Proposal referred to in clause (D) above or is reasonably likely enter into a binding agreement referred to lead in clause (E) above until, in each case, at least the sixth business day after it has provided the notice (or revised notice, as the case may be) to Parent required under the previous sentence. The Company agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. (c) The Company agrees that it will notify Parent promptly (and in any event within twenty-four (24) hours) upon receipt of any Acquisition Proposal by it or any of its representatives, including the material terms of such proposal, the identity of the potential acquiror, any information requested from the Company, or of any negotiations or discussions being sought to be initiated with the Company. The Company shall keep Parent fully informed on a Superior prompt basis with respect to any material changes to the applicable Acquisition Proposal, the Company’s intention to enter into an Acquisition Proposal or any other material developments with respect to the foregoing. The Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure will simultaneously provide to take such action would be inconsistent with its duties under applicable Law, (A) furnish Parent any non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in concerning the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be Subsidiaries provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing any Person that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith was not previously provided to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation ChangeParent. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) From and 7.03(d), from after the date hereof until the termination of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)Agreement, none of the Company or any of its Subsidiaries shallneither Seller nor Seller S&L, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, representatives, agents or affiliates (including, without limitation, any investment bankersbanker, financial advisorsattorney or accountant retained by Seller or any of its Subsidiaries), accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) towill, directly or indirectly: (i) , initiate, solicit, encourage solicit or knowingly take any other action to facilitate encourage (including by way of furnishing information (other than non-public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) ), or facilitate knowingly, any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; Proposal (ii) initiate as defined below), or participate in any enter into or maintain or continue discussions or negotiations, negotiate with any person or furnish to any Person not a party to this Agreement any information entity in furtherance of any such inquiries that could reasonably be expected or to lead to obtain an Acquisition Proposal; (iii) enter into Proposal or agree to or endorse any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action authorize or make any statement inconsistent with the Merger Recommendation (permit any of the foregoing in this clause ‎(iv)its officers, a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations directors or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company employees or any of its Subsidiaries subsidiaries or any such Representative may receive after the date hereofinvestment banker, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any financial advisor, attorney, accountant or other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt representative retained by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure Subsidiaries to take any such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Changeaction; provided, however, that (A) no Company Adverse Recommendation Change nothing contained in this Section 5.01 shall be made until after prohibit the third (3rd) Business Day following Parent ‘s receipt Board of written notice Directors of Seller from the Company (i) advising Parent furnishing information to, or entering into discussions or negotiations with any, person or entity that makes an unsolicited written, bona fide proposal to acquire Seller pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that the Company Board has determined of Directors of Seller concludes in good faith, after consultation with its financial advisors and legal counsel and taking into account, among other things, all legal, financial, regulatory and other aspects of such Acquisition Proposal, and the nature of the person making the Acquisition Proposal, that such proposal, would, if consummated, result in a transaction that is more favorable to its stockholders (in their capacities as stockholders), from a financial point of view, than the Company Board intends transactions contemplated by this Agreement and is reasonably capable of being completed (a "SUPERIOR PROPOSAL") and prior to make a Company Adverse Recommendation Changefurnishing such information to, or entering into discussions or negotiations with, such person or entity, Seller (x) provides reasonable notice to Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (y) receives from such person or entity an executed confidentiality agreement in reasonably customary form; (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied complying with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) 14e-2 promulgated under the Exchange Act with regard to a tender or exchange offer; or (iii) failing to make or withdrawing or modifying its recommendation, or (iv) entering into an agreement with respect to an Acquisition a Superior Proposal; provided. For purposes of this Agreement, however, that compliance by "ACQUISITION PROPOSAL" shall mean any of the Company with such obligations shall not relieve following (other than the Company of transactions contemplated hereunder) involving Seller or any of its obligations Subsidiaries: (i) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, or other similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 25% or more of the assets of Seller or Seller S&L, taken as a whole, in a single transaction or series of transactions; (iii) any tender offer or exchange offer for 25% or more of the outstanding shares of capital stock of Seller or the filing of a registration statement under the provisions Securities Act of this Section 7.03. In addition1933, it is understood and agreed that, for purposes of this Agreement as amended (including Article ‎VIIIthe "SECURITIES ACT"), in connection therewith; or (iv) any public announcement of a factually accurate public statement by proposal, plan or intention to do any of the Company that describes foregoing or any agreement to engage in any of the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Changeforegoing.

Acquisition Proposals. (a) Subject The Company shall, and shall direct and cause its officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties that may be ongoing with respect to Sections 7.03(ba Takeover Proposal (as hereinafter defined). The Company shall not, 7.03(c) and 7.03(d)nor shall it permit any of its Subsidiaries to, from the date nor shall it authorize or permit any of this Agreement to its officers, directors or employees or any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)investment banker, none of the Company financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage initiate or knowingly take any other action to facilitate (encourage, including by way of furnishing information (information, or take any other than public information widely disseminated through Company SEC Documentsaction designed or reasonably likely to facilitate, press releases including, without limitation, any adoption of any rights or other similar means) plan, the grant of any option or assistance) proxy or otherwise except to Parent, any inquiries or the making of any proposal or other action that which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; Takeover Proposal or (ii) initiate subject to paragraph (b) of this Section 7.7, provide any information or data to any third party in connection with any Takeover Proposal or participate in any discussions or negotiationsnegotiations regarding any Takeover Proposal. Without limiting the foregoing, or furnish to it is understood that any Person not a party to this Agreement any information in furtherance violation of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result the restrictions set forth in the abandonment, termination preceding sentence by any officer or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any director of the Company or any of its Subsidiaries or any such Representative may receive after the date hereofinvestment banker, and the Company shall promptly provide to Parent copies financial advisor, attorney, accountant, or other representative of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, whether or not acting on behalf of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and any of its advisors solely for Subsidiaries, shall be deemed to be a breach of this Section 7.7 by the purpose Company. "Takeover Proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of clarifying 15% or more of the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood assets of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders or 15% or more of any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange class of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of any class of equity securities of the Company or any of its Subsidiaries, any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (other than the transactions contemplated by this Agreement) or any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement or which would reasonably be expected to diminish materially the contrary, at any time prior benefits to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position transactions contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeAgreement.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries Neither Party shall, nor shall any of them they authorize or permitpermit any officer, director or employee of, or investment banker, attorney or other advisor or representative or agent of, such Party or any subsidiary of such Party to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that nothing -------- ------- contained in this Section 7.2(a) shall prohibit either Party's Board of Directors (and its authorized representatives) from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal if, and only to the Company extent that (1A) concurrently furnishes such information Party's Board of Directors, after consultation with and based on the written opinion of outside legal counsel, determines in good faith that in order for such Party's Board of Directors to Parent and (2) furnishes comply with its fiduciary duties to stockholders under Applicable Law it should take such information pursuant to a confidentiality agreementaction, (B) discloses prior to its shareholders any taking such action, such Party receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information required to be disclosed under applicable Law provided to such person or entity, and (C) participates in negotiations regarding such the Acquisition Proposal. Notwithstanding anything in this Section 7.03 Proposal contains an offer of consideration that is superior to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined consideration represented by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Exchange Ratio. Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining each Party shall (i) promptly advise the Company Shareholder Approval, if other Party orally and in writing of (1A) the Company has received an receipt by it (or any of the other entities or other persons referred to above) after the date hereof of any Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an any inquiry which could reasonably be expected to lead to any Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisorsB) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is or inquiry and (C) the basis identity of the proposed action by person making any such Acquisition Proposal or inquiry, (ii) keep the Company Board (it being understood other Party reasonably informed of the status and agreed that details of any amendment to the financial terms such Acquisition Proposal or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period)inquiry, and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith the other Party to make such adjustments to in the terms and conditions of this Agreement as would enable the Company Board such Party to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position transactions contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposalherein; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of nothing -------- ------- in this Section 7.037.2(a) shall require that such Party negotiate exclusively with the other Party. In additionWithout limiting the foregoing, it is understood and agreed thatthat any violation of the restrictions set forth in the first sentence of this Section 7.2 by any officer, for director or employee of either Party or its subsidiaries or any investment banker, attorney or other advisor, representative or agent of such Party or its subsidiaries, whether or not such person is purporting to act on behalf of such Party or otherwise, shall be deemed to be a breach of this Section 7.2 by such Party. For purposes of this Agreement (including Article ‎VIII)Agreement, "Acquisition Proposal" means any bona fide proposal with respect -------------------- to a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal merger, consolidation, share exchange or similar transaction involving Alrenco or RTO and the operation RTO Subsidiaries, or any purchase of this Agreement with respect thereto shall not in all or any significant portion of the assets of Alrenco or of RTO and of itself be deemed a Company Adverse Recommendation Changethe RTO Subsidiaries other than the transactions contemplated hereby.

Acquisition Proposals. (a) Subject The Community First Parties shall, and shall direct and use their reasonable best efforts to Sections 7.03(b)cause their Subsidiaries and their and their Subsidiaries’ Affiliates, 7.03(cdirectors, officers, employees, agents, and representatives (including without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by the Community First Parties or any of their Subsidiaries) to, immediately cease and 7.03(d)cause to be terminated any existing activities, from discussions, or negotiations with any Person other than the Commerce Union Parties with respect to the possibility, consideration, or consummation of any Acquisition Proposal, and will use their reasonable best efforts to enforce, and will direct and use their reasonable best efforts to cause their Subsidiaries to use their reasonable best efforts to enforce, any confidentiality, nondisclosure, or similar agreement relating to any Acquisition Proposal. (b) From the date of this Agreement to any time prior to obtaining until the Company Shareholder Approval (“No Shop Period”), none earlier of the Company Effective Time or the termination of this Agreement in accordance with its terms, except as otherwise expressly set forth in this Agreement, the Community First Parties shall not, and shall direct and cause their Subsidiaries and their and their Subsidiaries’ Affiliates, directors, officers, employees, agents, and representatives (including without limitation any investment banker, financial advisor, attorney, accountant, or other representative retained by the Community First Parties or any of its Subsidiaries shall, nor shall any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”Subsidiaries) not to, directly or indirectly: indirectly through another Person, (i) solicit, initiate, solicit, encourage or knowingly take any other action to facilitate encourage (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) ), or take any other action to knowingly facilitate or that would reasonably be expected to result in, any inquiries or discussions regarding, or the making of any proposal or other action offer that constitutes, constitutes or may would reasonably be expected to lead to, any an Acquisition Proposal; (ii) initiate provide any non-public information or participate in data regarding the Community First Parties or any discussions or negotiations, or furnish of their Subsidiaries to any Person not a party other than the Commerce Union Parties relating to this Agreement or in connection with any information in furtherance Acquisition Proposal or any inquiry or indication of any inquiries interest that could would reasonably be expected to lead to an Acquisition Proposal; (iii) continue or participate in any discussions or negotiations, or otherwise communicate in any way with any Person other than the Commerce Union Parties, regarding any Acquisition Proposal; (iv) approve, execute, enter into into, or consummate, any indication of interest or letter of intent, or similar agreement, arrangement or understanding with respect relating to any Acquisition Proposal (including any letter of intentor requiring the Community First Parties to abandon, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related toterminate, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure fail to consummate the Merger or any other transaction transactions contemplated by this Agreement), or propose to do any of the foregoing; or (ivv) fail to makeexcept in accordance with Section 7.7 in connection with and after making a CFI Change of Recommendation, withdraw make or modify authorize any statement, recommendation, endorsement or solicitation in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) support of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal ; provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 prior to the contrarydate the shareholders of CFI approve this Agreement, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange CFI board of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof directors determines in good faith (faith, after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make Community First Parties may, in response to a Company Adverse Recommendation Change; providedbona fide, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt written Acquisition Proposal not solicited in violation of written notice from the Company (i) advising Parent this Section 7.1 that the Company Board has determined that the Company Board intends CFI board of directors determines in good faith constitutes or is reasonably likely to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is result in a Superior Proposal, advising Parent and subject to providing 24 hours prior written notice of their decision to take such action to the Commerce Union Parties and identifying the Person making the Superior Proposal and all of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day periodcompliance with Section 7.1(c), (A) furnish information with respect to the Community First Parties and their Subsidiaries to any Person making such Superior Proposal pursuant to a confidentiality agreement on terms no more favorable to such Person than the terms contained in the Confidentiality Agreement (iiiwhich confidentiality agreement shall not provide such Person the exclusive right to negotiate with the Community First Parties) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, and (B) during participate in discussions or negotiations with such three Person regarding such Superior Proposal. (3c) Business Day periodIn addition to the obligations of the Community First Parties set forth above, the CompanyCommunity First Parties shall promptly (within not more than 24 hours) advise the Commerce Union Parties orally and in writing of their receipt of any Acquisition Proposal, if requested by Parent or any request for nonpublic information or inquiry which would reasonably be expected to lead to an Acquisition Proposal, and shall negotiate with Parent keep the Commerce Union Parties informed, on a prompt basis, of any material changes in good faith to make such adjustments to the status thereof, including the material terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendationthereof and any changes thereto, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior provide to the expiration Commerce Union Parties any material written materials received by the Community First Parties or any of such three (3) Business Day periodtheir Subsidiaries in connection therewith. Additionally, Parent delivers a definitive proposal the Community First Parties shall contemporaneously provide or make available to adjust the terms and conditions of Commerce Union Parties all material documentation or correspondence provided or made available to any third party pursuant to this Agreement such that Section 7.1 which has not been previously provided or made available to the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation ChangeCommerce Union Parties. (ed) Nothing contained in this Section 7.03 7.1 shall prohibit the Community First Parties, their boards of directors, or elsewhere in this Agreement shall prevent the Company Board any of their Subsidiaries from taking and disclosing to its their shareholders a position contemplated by Rule 14d-9 required by, or otherwise complying with, Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act with respect to an Acquisition Proposalor Item 1012(a) of Regulation M-A; provided, however, that compliance by the Company with such obligations rules or regulations shall not relieve in any way limit or modify the Company of effect that any of its obligations action taken pursuant to such rules or regulations has under the provisions any other provision of this Agreement. (e) Nothing contained in this Section 7.03. In addition, it is understood and agreed that, for purposes 7.1 shall prevent CFI or Bank or their respective boards of directors from (i) taking the actions permitted by Section 7.7(b) of this Agreement or (including Article ‎VIII)ii) informing any Person who submits an unsolicited, a factually accurate public statement by the Company that describes the Company’s receipt of an bona fide Acquisition Proposal and the operation of their obligations pursuant to this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeSection 7.1.

Acquisition Proposals. (a) Subject to Sections 7.03(b)Except as permitted by this Agreement, 7.03(c) Factory Point Bancorp shall not, and 7.03(d)shall cause its Subsidiaries and any of its Subsidiaries’ officers, from the date of this Agreement to directors or employees and any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)investment banker, none of the Company financial advisor, attorney, accountant or other representative retained by Factory Point Bancorp or any of its Subsidiaries shall, nor shall any of them authorize or permitnot to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage or knowingly take any other action to facilitate (including by way of furnishing information (non-public information), or take any other than public information widely disseminated through Company SEC Documentsaction to facilitate, press releases or other similar means) or assistance) any inquiries inquiries, discussions or the making of any proposal that constitutes or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; , (ii) participate in any discussions or negotiations, or otherwise communicate in any way with any person (other than Berkshire Hills Bancorp), regarding an Acquisition Proposal, (iii) enter into or consummate any agreement, arrangement or understanding with respect requiring it to any Acquisition Proposal (including any letter of intentabandon, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement terminate or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure fail to consummate the Merger or any other transaction transactions contemplated by this Agreement); or hereby, (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any public statement inconsistent with the Merger Recommendation (any critical of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company Berkshire Hills Bancorp or any of its Subsidiaries, during the No Shop Periodits board of directors, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company management or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2v) join with or assist any person or entity, directly or indirectly, in the absence of an Acquisition Proposalopposing or making any statement in opposition to, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that Merger. Without limiting the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In additionforegoing, it is understood and agreed thatthat any violation of the restrictions set forth in the preceding sentence by any officer, for purposes director or employee of Factory Point Bancorp or any of the Subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by Factory Point Bancorp or any of its Subsidiaries shall be deemed to be a breach of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.Section 5.1

Acquisition Proposals. (a) Subject to Sections 7.03(b)In the case of the Company, 7.03(c) it shall not, and 7.03(d), from the date of this Agreement to any time prior to obtaining it shall cause the Company Shareholder Approval (“No Shop Period”)Subsidiaries, none the directors, officers, or employees of the Company or any of its Subsidiaries shallCompany Subsidiaries, nor shall any of them authorize or permit, directly or indirectly, any of their respective officersattorneys, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders agents or other agentsadvisors (collectively, advisors or representatives (each, a the “RepresentativeCompany Representatives”) not to, directly solicit or indirectly: (i) initiate, solicit, encourage inquires or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing proposals with respect to, or that could reasonably be expected furnish any nonpublic information relating to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but or participate in any event no later than two Business Days from initial receipt negotiations or occurrence) discussions concerning, any acquisition or purchase of any Acquisition Proposal all or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity a substantial portion of the Person making the Acquisition Proposal) which any assets of the Company or any of its the Company Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any merger or other communications made in connection business combination with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiariesthe Company Subsidiaries other than as contemplated by the Plan; and the Company shall notify Purchaser immediately if and the terms of any such inquiries or proposals are received by, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) any such negotiations or Section 7.03(b))discussions are sought to be initiated with, the Company Board may (directly or through Representatives) contact such Person any of the Company Subsidiaries. All pending negotiations or discussions by Company Representatives have been terminated and its advisors solely for the purpose of clarifying Company’s confidential information has been destroyed and returned as provided in the Acquisition Proposal, applicable confidentiality agreement. Nothing in the Plan will prevent the Company or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead Company Board from: (i) providing information in response to a Superior Proposal. If request therefore by a person who has made an unsolicited bona fide written proposal for an acquisition or purchase of the type described in the preceding sentence; or (ii) engaging in any negotiations or discussions with any person who has made such an unsolicited bona fide written proposal, if and only to the extent that, in each such case referred to in clause (i) or (ii), the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure proposal could reasonably result in a transaction more favorable to do so would be inconsistent with its fiduciary duties under applicable Lawthe holders of shares, then as a group in their capacity as shareholders of Company Common Stock, from a financial point of view than the Merger or if counsel to the Company advises the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent Directors that the Company Board has determined that failure to furnish information, negotiate or enter into appropriate agreements with such person could reasonably be expected to subject the Company Board intends Company’s directors to make a Company Adverse Recommendation Change, (ii) if liability for breach of their fiduciary duties or for failure to conform to the basis requirements of the proposed Company Adverse Recommendation Change is a Superior Proposalsecurities laws, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment in each case subject to the financial terms or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03Article VII. In additionIf negotiations or discussions are initiated in accordance with the preceding sentence, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company agrees that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Changeit will notify Purchaser immediately.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) From and 7.03(d), from after the date hereof until the termination of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)Agreement, none of the Company or neither Target nor any of its Subsidiaries shallofficers, nor shall directors, employees, representatives, agents or affiliates (including, without limitation, any of them authorize investment banker, financial advisor, attorney or permitaccountant retained by Target or Target Bank), will, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage solicit or knowingly take any other action to facilitate encourage (including by way of furnishing information (other than non-public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) ), or facilitate knowingly, any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or Target Bank or any investment banker, financial advisor, attorney, accountant or other representative retained by Target Bank to take any such action; PROVIDED, HOWEVER, that nothing contained in this SECTION 4.1 shall prohibit Target or the Board of Directors of Target from: (i) furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited written, bona fide proposal to acquire Target pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the extent that: (A) the Board of Directors of Target, after consultation with and based upon the advice of independent legal counsel, determines in good faith after taking into account various legal, financial and regulatory aspects of the proposal and the person making such proposal that such proposal (x) if accepted, is reasonably likely to be consummated, and (y) if consummated, is reasonably likely to result in a transaction that is more favorable to Target's stockholders, from a financial point of view, than the transactions contemplated by the Agreement (such proposal being referred to herein as a "SUPERIOR PROPOSAL"); and (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Target: (1) provides prompt notice to Acquiror to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity; and (2) receives from such person or entity an executed confidentiality agreement in reasonably customary form; (ii) initiate complying with Rule 14e-2 promulgated under the Exchange Act with regard to a tender or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposalexchange offer; or (iii) enter failing to make or withdrawing or modifying its recommendation and entering into any agreementa Superior Proposal if there exists a Superior Proposal and the Board of Directors of Target, arrangement or understanding after consultation with respect independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of Target to comply with its fiduciary duties to stockholders under applicable law. Target shall notify Acquiror orally and in writing of any Acquisition Proposal (including including, without limitation, the terms and conditions of any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any such Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in and the abandonment, termination or failure to consummate identity of the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a person making such Acquisition Proposal) as promptly as practicable (but, or take in any action or make any statement inconsistent with event, no later than 24 hours) after the Merger Recommendation (any receipt thereof and shall keep Acquiror informed of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As status and details of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an such Acquisition Proposal. (b) The Company For purposes of this Agreement, "ACQUISITION PROPOSAL" shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which mean any of the Company following (other than the transactions contemplated hereunder) involving Target or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.Target Bank:

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining The Company agrees that neither the Company Shareholder Approval nor any of the Company Subsidiaries shall, and the Company shall direct and use all reasonable efforts to cause the respective officers and directors of the Acquired Companies and the employees, agents and representatives of the Company (“No Shop Period”)including, none of without limitation, any investment banker, attorney or accountant retained by the Company or any of its Subsidiaries shallthe Company Subsidiaries) not to initiate, nor shall any of them authorize solicit or permitencourage, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutesoffer (including, without limitation, any proposal or offer to shareholders of the Company) with respect to a reorganization, merger, consolidation or similar transaction, or may reasonably be expected any purchase of (a) all or any significant portion of the assets of the Company or any of the Company Subsidiaries, (b) 5% or more of the outstanding shares of the Common Stock of the Company or (c) any shares of the outstanding capital stock of the Company Subsidiaries (any such proposal or offer being hereinafter referred to lead as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Company's Board of Directors of its fiduciary duties as advised by outside counsel to the Company, engage in any negotiations concerning, or provide any confidential information or data to, any Acquisition Proposal; (ii) initiate or participate in have any discussions or negotiationswith, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead person relating to an Acquisition Proposal; (iii) , or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or enter into any agreement, arrangement agreement or understanding with respect any other person or entity with the intent to effect any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal Proposal. The Company shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussionsexisting activities, discussions or negotiations or communications with any party or parties that are currently ongoing conducted heretofore with respect toto any of the foregoing. The Company shall use all reasonable efforts to take all necessary steps to inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 5.2. To the extent consistent with the fiduciary responsibilities of Company officers and directors, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The the Company shall promptly notify Parent in writing (as soon as Purchaser if any such inquiries or proposals are received by, any such information is reasonably practicable, but in any event no later than two Business Days requested from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after negotiations or discussions are sought to be initiated or continued with the date hereofCompany. To the extent consistent with the fiduciary responsibilities of Company officers and directors, and the Company shall promptly provide to Parent copies inform Purchaser of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material all terms and conditions of any Superior such Acquisition Proposal that is the basis and shall promptly furnish Purchaser with copies of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Acquisition Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) . Nothing contained in this Section 7.03 or elsewhere in this Agreement 5.2 shall prevent prohibit the Company or its Board of Directors from taking and disclosing to its shareholders the Company's stockholders a position contemplated with respect to a tender offer by Rule a third party pursuant to Rules 14d-9 or Rule 14e-2(a) and 14e- 2 promulgated under the Exchange Act with respect or from making such disclosure to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and 's stockholders which, as advised by outside counsel to the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeCompany, is required under applicable law.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date The Company agrees that neither it nor any of this Agreement to its Subsidiaries nor any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company officers and directors of it or its Subsidiaries shall, and that it shall use all reasonable efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries shall, nor Subsidiaries) not to (and shall not authorize any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to), directly or indirectly: (i) solicit, initiate, solicitencourage, encourage facilitate or knowingly induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal with respect to itself, (ii) participate in any discussions or negotiations regarding, or furnish to any person or entity any nonpublic information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, constitutes or may reasonably be expected to lead to, any Acquisition Proposal; Proposal with respect to itself, (iiiii) initiate engage in discussions with any person or participate in entity with respect to any Acquisition Proposal with respect to itself, except as to the existence of these provisions, (iv) approve, endorse or recommend any Acquisition Proposal with respect to itself (except to the extent specifically permitted pursuant to Section 4.2(d) and Section 7.1(g)), or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby with respect to itself (except as permitted pursuant to Section 4.2(d) and Section 7.1(g)). The Company and its Subsidiaries shall, and the Company shall use all reasonable efforts to cause its and its Subsidiaries' officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, immediately cease any and all existing activities, discussions or negotiations, or furnish negotiations with any third parties conducted heretofore with respect to any Person not a party Acquisition Proposal with respect to itself. The Company shall ensure that its officers, directors and key employees and its investment bankers, attorneys and other representatives are aware of the provisions of this Agreement any information in furtherance Section. (i) As promptly as practicable after receipt of any inquiries that Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes could reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the person, entity or Group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. Upon receipt of the Acquisition Proposal, request or inquiry, the Company shall provide Parent as promptly as practicable oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Parent (A) a copy of all written materials subsequently provided by the person making the Acquisition Proposal in connection with such Acquisition Proposal, request or inquiry and (B) a copy of all material written materials subsequently provided to the person making the Acquisition Proposal in connection with such Acquisition Proposal, request or inquiry to the extent not previously provided to Parent. (ii) The Company shall provide Parent with forty-eight (48) hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Acquisition Proposal. (c) Notwithstanding anything to the contrary contained in Section 4.2(a) and under circumstances in which the Company has complied with all of its obligations under Section 4.2(a) and (b), in the event that, prior to the approval of the Merger and this Agreement 57 by the stockholders of the Company as provided herein, the Company receives an unsolicited, bona fide written Acquisition Proposal with respect to itself from a third party that its Special Committee of Directors appointed to consider the transaction proposal by Parent with respect to the Company or its Board of Directors has in good faith concluded (following the receipt of the advice of its outside legal counsel and its financial advisor) is, or is reasonably likely to result in, a Superior Offer, it may then take the following actions: (i) furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A) (1) concurrently with furnishing any such nonpublic information to such party, its gives Parent written notice of its intention to furnish nonpublic information and (2) it receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement (and containing additional provisions that expressly permit the Company to comply with the provisions of this Section 4.2) and (B) contemporaneously with furnishing any material nonpublic information to such third party, it furnishes such material nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (ii) engage in negotiations with the third party with respect to the Acquisition Proposal, provided that concurrently with entering into negotiations with such third party, it gives Parent written notice of its intention to enter into negotiations with such third party. (d) In response to the receipt of a Superior Offer, the Board of Directors of the Company may withhold, withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, its recommendation in favor of the Merger, and, in the case of a Superior Offer that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a "Change of Recommendation"), if all of the following conditions in clauses (i) through (iv) are met: (i) a Superior Offer with respect to it has been made and has not been withdrawn; (ii) approval of the Merger and this Agreement by the stockholders of the Company as provided herein has not occurred; (iii) it shall have (A) provided to Parent written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer (including the most current version of any definitive agreement proposed to be entered into in connection therewith) and the identity of the person, entity or Group making the Superior Offer, and (3) that it intends to effect a Change of Recommendation and the manner in which it intends to do so, (B) provided to Parent a copy of all material written materials delivered to the person, entity or Group making the Superior Offer in connection with such Superior Offer that were not previously provided to Parent, and (C) made available to Parent all materials and information made available to the person, entity or Group making the Superior Offer in connection with such Superior Offer; and (iv) it shall not have breached in any material respect any of the provisions set forth in Section 4.2. (e) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 5.5(b), the obligation of the Company to call, give notice of, convene and hold its stockholders' meeting as contemplated in Section 5.5 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal with respect to it unless this Agreement is terminated. Notwithstanding anything to the contrary contained in this Agreement, prior to the termination of this Agreement, the Company shall not (i) submit to the vote of its stockholders any Acquisition Proposal other than the Merger, or (ii) enter into any agreement, arrangement agreement-in-principle or understanding letter of intent (other than the confidentiality agreement referenced in Section 4.2(c)) with respect to or accept any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger (or any other transaction contemplated by this Agreement); or (iv) fail resolve to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw do any of the foregoing). (f) Nothing contained in this Agreement shall prohibit the Company or modify in its Board of Directors from taking and disclosing to its stockholders a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act to the extent required by applicable law; provided that the content of any Acquisition Proposal such disclosure thereunder shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with governed by the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date terms of this Agreement, ; and provided further that the Board of Directors or the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties not recommend that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any stockholders of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the tender their Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made Common Stock in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) tender or any other provision exchange offer unless the Board of this Agreement to the contrary, following the receipt by Directors of the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with receiving the advice of its outside legal counsel and its financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisorsadviser) that such Acquisition Proposal is a Superior ProposalOffer. Without limiting the foregoing sentence, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Change of Recommendation Change if, prior to recommend that its stockholders accept a tender or exchange offer unless specifically permitted pursuant to the expiration terms of such three Section 4.2(d). (3g) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions For purposes of this Agreement such Agreement, the following terms shall have the following meanings: (i) "Acquisition Proposal" shall mean any inquiry, offer or proposal relating to any transaction or series of related transactions involving: (A) any purchase from the Company or acquisition by any person, entity or "Group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a fifteen percent (15%) interest in the total outstanding voting securities of the Company or any tender offer or exchange offer that if consummated would result in any person, entity or Group beneficially owning fifteen percent (15%) or more of the total outstanding voting securities of the Company or any merger, consolidation, business combination or similar transaction involving the Company, (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than fifteen percent (15%) of the assets of the Company and its Subsidiaries, taken as a whole, or (C) any liquidation or dissolution of the Company or any of its Subsidiaries; and (ii) "Superior Offer" shall mean an unsolicited, bona fide written proposal made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or substantially all of the total outstanding voting securities of the Company on terms that the Board of Directors of the Company Board determines has in good faith concluded (after consultation with following the receipt of advice of its outside legal counsel and its financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIIIadviser), taking into account, among other things, all legal, financial, regulatory and other aspects of the offer and the person, entity or Group making the offer, to be more favorable, from a factually accurate public statement by the Company that describes financial point of view, to the Company’s receipt 's stockholders (in their capacities as stockholders) than the terms of an Acquisition Proposal the Merger and the operation is reasonably capable of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Changebeing consummated.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) and 7.03(d)nor shall it authorize or permit any officer, from the date of this Agreement to director or employee of, or any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)investment banker, none of attorney or other advisor or representative of, the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitto, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as defined below) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate provided, however, that nothing contained in any discussions or negotiations, or furnish to any Person not a party to this Agreement any Section 5.9 shall prohibit the Company Board from furnishing information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, entering into discussions or that would reasonably be expected to lead tonegotiations with, any person or entity that makes an unsolicited Acquisition Proposal after the date hereof if, and only to the extent that, (other than a) the Company Board, after consultation with and based upon the advice of outside counsel, concludes in good faith that a confidentiality agreement), or that is intended or that failure to do so could reasonably be expected to result in a breach of its fiduciary duties to the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any shareholders of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, under applicable law and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide (x) provides reasonable notice to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as Nipsco to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (effect that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal it is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take taking such action would be inconsistent with its duties under applicable Law, and (Ay) furnish non-public information with respect receives from such person or entity an executed confidentiality agreement not less favorable to the Company and its Subsidiaries than the Confidentiality Agreement, except that such confidentiality agreement shall not prohibit such person or entity from making an unsolicited Acquisition Proposal to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition ProposalBoard. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if shall promptly advise Nipsco orally and in writing of the receipt by it (1or by any of the other entities or persons referred to above) after the Company has received an date hereof of any Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an any inquiry that could reasonably be expected to lead to any Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior such Acquisition Proposal that is or inquiry, and the basis identity of the proposed action by person or entity making any such Acquisition Proposal or inquiry, provided that the Company Board (it being understood shall have no obligation to disclose the identity of such person or entity if such disclosure would violate the terms of any agreement outstanding on the date hereof with such person or entity, or the Company Board, after consultation with and agreed based upon the advice of outside counsel, concludes in good faith that such disclosure would violate its fiduciary duties or would be otherwise inconsistent with applicable law. For purposes of this Agreement, "Acquisition Proposal" means any amendment bona fide proposal with respect to a merger, consolidation, share exchange or similar transaction involving the financial terms Company or any of its Subsidiaries, or any purchase of all or a substantial portion of the assets or shares of the Company or any of its Subsidiaries, or any other material term business combination (including without limitation the acquisition of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3an equity interest therein) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that involving the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under Subsidiaries, other than the provisions of this Section 7.03transactions contemplated hereby. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.5.10

Acquisition Proposals. (a) Subject to Sections 7.03(b)Except as permitted by this Section 7.2, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”)shall not, none of the Company or any of and shall cause its Subsidiaries shalland its and their directors and officers not to, nor and shall any of them authorize or permitinstruct and use its reasonable best efforts to cause its and their directors, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or accountants and other agents, advisors or representatives (eachcollectively, a “RepresentativeRepresentatives”) not to, directly or indirectly: indirectly (i) solicit, initiate, solicit, encourage knowingly facilitate or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) encourage any inquiries regarding (an “Inquiry”), or the making of any proposal or other action offer that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; , (ii) enter into or participate in any discussions with (including through the providing of access or non-public information relating to the Company) any Person regarding an Acquisition Proposal (other than to state that the Company is not permitted to have discussions and to refer such Person to the provisions of this Agreement) or (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (other agreement constituting or related to, or intended to, or that would reasonably be expected than an Acceptable Confidentiality Agreement) with respect to lead to, any an Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this an “Alternative Acquisition Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of The Company also agrees that immediately following the date execution of this Agreement, the Company Agreement it shall, and shall cause its Subsidiaries and its and their directors and officers and shall instruct and use its reasonable best efforts to cause its and their Representatives to, immediately cease all solicitations, discussions and cause to be terminated immediately any discussions, negotiations or communications with any party or parties Persons (other than Parent, its Affiliates and their respective Representatives) that are currently may be ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. Proposal and request that each such Person (bother than Parent, its Affiliates and their respective Representatives) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt return or occurrence) of any Acquisition Proposal destroy all confidential information furnished to such Person by or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity on behalf of the Person making the Company in connection with any such Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of or the taking of actions inconsistent with the restrictions set forth in this Section 7.2(a) which by any Representative of the Company or any of its Subsidiaries Subsidiaries, whether or any not such Representative may receive after the date hereof, and the Company shall promptly provide is purporting to Parent copies act on behalf of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during shall be deemed to be a breach of this Section 7.2(a) by the No Shop PeriodCompany. (b) Notwithstanding anything to the contrary contained in Section 7.2(a) or elsewhere in this Agreement, at any time following the date of this Agreement and prior to the Offer Acceptance Time, if the Company Board, directly or indirectly through any Representatives, receives an unsolicited, bona fide, written Acquisition Proposal (that was did not solicited, encouraged or facilitated in violation result from a material breach of this Section 7.03(a) or Section 7.03(b))7.2, the Company Board may (directly or through Representatives) contact such Person and its advisors solely for Representatives may contact the purpose Person or group of clarifying Persons making such Acquisition Proposal to clarify the Acquisition Proposal, or the material terms thereof, the and conditions to and its likelihood of consummation, thereof so as to determine whether the such Acquisition Proposal is constitutes, or could reasonably likely be expected to lead to result in, a Superior Proposal. If , and may (i) provide information to such Person or group of Persons (including their respective Representatives) 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 confidentiality terms that are not less favorable in any material respect to the Company than those contained in the Confidentiality Agreement, it being understood that such confidentiality agreement need not contain any 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 event within twenty-four (24) hours thereafter), and (ii) engage or participate in any discussions or negotiations with such Person or group of Persons, if prior to taking any action described in clause (i) or (ii) above, the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel and financial advisors) that such Acquisition Proposal constitutes constitutes, or is would reasonably likely be expected to lead to result in, a Superior Proposal, Proposal and that the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its the Company Board’s fiduciary duties under applicable Law. It is understood and agreed that any contacts, (A) furnish non-disclosures, discussions or negotiations permitted under this Section 7.2(b), including any public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, announcement that the Company Board has made any determination required under this Section 7.2(b) to take or engage in any such actions, shall not constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate this Agreement pursuant to Section 9.4. (c) Except as set forth in this Section 7.2(c) or in Section 7.2(d), neither the Company Board nor any committee thereof shall (1) concurrently furnishes such information withhold, withdraw, qualify or modify (or publicly propose to Parent and withhold, withdraw, qualify or modify), in each case in a manner adverse to Parent, the Company Recommendation, (2) furnishes such information pursuant fail to a confidentiality agreementinclude the Company Recommendation in the Schedule 14D-9, (B3) discloses adopt, approve or recommend or endorse or otherwise declare advisable, or publicly propose to its shareholders adopt, approve or recommend, any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 , (4) fail to recommend against acceptance of any third party tender offer or exchange offer constituting an Acquisition Proposal within ten (10) Business Days after the contrarycommencement of such offer, or (5) if an Acquisition Proposal has been publicly disclosed, fail to affirm publicly the Company Recommendation following any reasonable written request by Parent within ten (10) Business Days after Parent’s written request therefor (any of the foregoing, a “Change of Recommendation”); provided, that any communication made in accordance with Section 7.2(d)(ii) shall not be required deemed a Change of Recommendation if such communication is made prior to provide to Parent any information which the tenth (10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of a tender offer or exchange offer and does not include a recommendation by the Company deems that stockholders of the Company tender their Shares into such tender offer or exchange offer. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the Offer Acceptance Time, (x) if an Intervening Event occurs and the Company Board determines in good faith to be not appropriate for disclosure to Parent due to competitive concernsfaith, or if the exchange of such information, as reasonably determined by the Company’s after consultation with its outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so effect a Change of Recommendation in light of such Intervening Event would be inconsistent with its the Company Board’s fiduciary duties under applicable Law, then the Company Board may make effect a Company Adverse Change of Recommendation Change; provided, however, that contemplated by clauses (A1) no Company Adverse Recommendation Change shall be made until after or (2) of the third definition thereof or (3rdy) Business Day following Parent ‘s receipt of written notice from if the Company (i) advising Parent receives, directly or indirectly through one or more of its Representatives, an unsolicited, written, bona fide Acquisition Proposal that the Company Board has determined concludes in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal and that failure to effect a Change of Recommendation in light of such Superior Proposal would be inconsistent with the Company Board’s fiduciary duties under applicable Law, and such Acquisition Proposal did not result from a breach by the Company of this Section 7.2, the Company Board may effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 9.3(a) in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal; provided that, in the case of either clause (x) or (y): (i) prior to effecting such Change of Recommendation or terminating this Agreement pursuant to Section 9.3(a) with respect to a Superior Proposal or prior to effecting a Change of Recommendation with respect to an Intervening Event, as applicable, the Company shall have provided prior written notice to Parent, at least four (4) Business Days in advance, that it intends to make effect a Company Adverse Change of Recommendation Change(a “Change Notice”) and/or terminate this Agreement pursuant to Section 9.3(a), which notice shall specify (ii) if except to the basis extent prohibited by applicable Law or Contract in effect as of the proposed Company Adverse Recommendation Change is date hereof) (A) in the case of a Superior Proposal, advising Parent 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 any such Superior Proposal that is Proposal); or (B) in the basis case of an Intervening Event, reasonable detail regarding the proposed action by Intervening Event and the reasons for the Change of Recommendation; (ii) after providing such notice and prior to effecting such Change of Recommendation and/or terminating this Agreement pursuant to Section 9.3(a), the Company Board shall have caused its Representatives to be reasonably available to negotiate with Parent and Merger Sub in good faith (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 written notice be provided to extent Parent and a new three Merger Sub desire to negotiate) during such four (34) Business Day period), and period (iiithe “Notice Period”) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable obviate the need for the Company to effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 9.3(a); and (iii) following the end of the Notice Period, the Company Board 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 Change Notice, that, (A) in the case of a Superior Proposal, the Acquisition Proposal received by the Company Board still constitutes a Superior Proposal and that the failure to make a Change of Recommendation or to terminate this Agreement pursuant to Section 9.3(a) in connection therewith would be inconsistent with its fiduciary duties under applicable Law or (B) in the case of an Intervening Event, the failure of the Company Board to proceed effect a Change of Recommendation would still be inconsistent with its Merger Recommendation, fiduciary duties 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 Change Notice and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change ifbe required to comply again with the requirements of clauses (i) – (iii) above; provided, prior however, that subsequent to the expiration of such initial Notice Period, the Notice Period shall be reduced to three (3) Business Day period, Days following receipt by Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement any such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Changenew Change Notice. (ed) Nothing contained in this Section 7.03 7.2 or elsewhere in this Agreement shall prevent be deemed to prohibit the Company, Company Board or any committee thereof from (i) making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board from Board, after consultation with its outside legal counsel, failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law, (ii) complying with its disclosure or fiduciary duties under applicable Law or disclosure obligations under NYSE rules, including taking and disclosing to its shareholders stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect (or any similar communication to stockholders) or (iii) 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; provided, however, Proposal that compliance by the Company with such obligations is not a tender offer or exchange offer). It is understood and agreed that any “stop-look-and-listen” or similar communication permitted under clause (iii) of this Section 7.2(d) shall not relieve constitute a Change of Recommendation or otherwise constitute a basis for Parent to terminate this Agreement pursuant to Section 9.4. The Company shall in no event be deemed to violate this Section 7.2 as a result of responding to any unsolicited proposal or inquiry solely by advising the Company Person making such proposal or inquiry of any the terms of its obligations under this Section 7.2 and to referring such Person to the provisions of this Section 7.03. In additionAgreement. (e) The Company shall promptly (and, it in any event, within twenty-four (24) hours) notify Parent in writing if, from and after the date hereof, any Acquisition Proposal is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement 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 the date hereof) the material terms and conditions of any such Acquisition Proposal. Without limiting the foregoing, the Company shall (i) promptly (and in any event within twenty-four (24) hours) notify Parent of any change to the financial or other material terms and conditions of any Acquisition Proposal, and (ii) otherwise keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal, discussions or negotiations on a reasonably prompt basis. (f) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be permitted to terminate, waive, amend or release any provision of any confidentiality, “standstill” or similar obligation of any Person (and doing so shall not deemed to violate this Section 7.2) (i) if the Company Board determines in good faith after consultation with their outside legal counsel that describes failure to take such action would be inconsistent with their fiduciary duties under applicable Law and (ii) to the Company’s receipt of extent such provisions would prohibit any Person or group from making an Acquisition Proposal and privately to the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeBoard.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the The Company Shareholder Approval (“No Shop Period”), none of the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitnot, directly or indirectly, take any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) action to, directly or indirectly: (i) initiateencourage (including by way of furnishing nonpublic information), solicit, encourage initiate or knowingly facilitate any Acquisition Proposal (as defined below), (ii) enter into any agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any Person in connection with, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as Notwithstanding anything to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board maycontrary herein, if the Company Board determines in good faith (faith, after consulting consultation with outside legal counsel) , that failure it is necessary to take do so to discharge properly its fiduciary duties to its Stockholders (as such action duties would be inconsistent exist in the absence of this Section 5.1), or if so required by any Regulatory Authority, the Company may, in response to an Acquisition Proposal that the Company Board determines in good faith is reasonably likely to result in a Superior Proposal (as defined below), and subject to the Company's compliance with its duties under applicable LawSection 5.1(c), (A) furnish non-public information with respect to the Company and its Subsidiaries subsidiaries to the Person who made making such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a customary confidentiality agreement, agreement the terms of which are no more favorable to the other party to such confidentiality agreement than the Confidentiality Agreement (Bas defined below) discloses to its shareholders any information required to be disclosed under applicable Law and (Cii) participates participate in negotiations regarding discussions with respect to such Acquisition Proposal. Notwithstanding anything in this Section 7.03 It is expressly understood and agreed that, with respect to the contraryforegoing proviso, the Company Company's legal and financial advisors shall not be required able to provide make inquiries, and engage in discussions, with any party that has made an Acquisition Proposal (and such party's legal and financial advisors) in order to Parent any elicit information which to allow the Company deems Board to determine in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be Acquisition Proposal is reasonably likely to result in the Company or the Merger violating applicable anti-trust Lawsa Superior Proposal. (dc) Notwithstanding anything in this Agreement The Company will, as promptly as practicable, communicate to the contrary, at Buyer any time prior inquiry received by it relating to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an potential Acquisition Proposal and the operation material terms of this Agreement any such proposal or inquiry, including the identity of the Person and its affiliates making the same, that it may receive in respect of any such transaction, or of any such information requested from such Person or of any such negotiations or discussions being sought to be initiated with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Changesuch Person.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall, 7.03(c) and 7.03(d), from on the date of this Agreement hereof, terminate (and shall cause each Subsidiary to terminate) all direct and indirect negotiations and discussions with all other parties with respect to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company Acquisition Proposal or any of its Subsidiaries shallpotential Acquisition Proposal. (b) The Company shall not, nor shall it authorize or permit any of them authorize the Subsidiaries or permitRepresentatives to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage initiate or knowingly encourage the submission of any Acquisition Proposal or (ii) participate in or knowingly encourage any discussion or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to knowingly facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of of, any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiationsprovided, or furnish to any Person however, that the foregoing shall not a party to this Agreement any prohibit the Board of Directors of the Company from furnishing information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, entering into discussions or that would reasonably be expected to lead tonegotiations with, any person or entity that makes an unsolicited Acquisition Proposal (other than a confidentiality agreement)prior to the adoption of this Agreement by the Company Stockholders if, or that is intended or that could reasonably be expected and only to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood extent that, subject to and without limitation (A) the Board of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any Directors of the foregoing Company, based upon the advice of independent outside legal counsel, determines in this clause ‎(iv), a “Company Adverse Recommendation Change”). As good faith that such action is required for the Board of Directors of the date of this AgreementCompany to comply with its fiduciary obligations to the Company Stockholders under applicable Delaware Law, (B) prior to taking such action, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be terminated immediately any discussions, negotiations provided to such person or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected entity containing provisions no less favorable to lead to, an Acquisition Proposal. the Company than those set forth in the Confidentiality Agreement and (bC) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) the Board of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any Directors of the Company or any of concludes in good faith, based upon advice from its Subsidiaries or any such Representative may receive after the date hereofindependent financial advisor, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the The Company Board determines in good faith shall provide prompt (after consultation with outside legal counsel and financial advisorsat least within 24 hours) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company oral and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information written notice to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that receipt of any such Acquisition Proposal is a Superior or any inquiry that could reasonably be expected to lead to any Acquisition Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of such Acquisition Proposal or inquiry, (3) the identity of such person or entity making any Superior such Acquisition Proposal that is or inquiry and (4) the basis Company’s intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Company shall continue to keep Parent fully and promptly informed of the proposed action by status and material changes to the terms of any such Acquisition Proposal or inquiry. For purposes of this Agreement, subject to Section 7.2(c), “Acquisition Proposal” means any proposal with respect to (i) a transaction pursuant to which any person (or group of persons) other than Parent or its affiliates, directly or indirectly, acquires or would acquire more than 20% of the outstanding shares of common stock of the Company Board or of the outstanding voting power of the Company, whether from the Company or pursuant to a tender offer or exchange offer or otherwise, (it being understood and agreed that any amendment to the financial terms ii) a merger, share exchange, consolidation, business combination, recapitalization or any other material term transaction involving the Company (other than the Merger) or any of the Subsidiaries pursuant to which any person or group of persons (other than Parent or its affiliates) party thereto, or its stockholders, owns or would own more than 20% of the outstanding shares of common stock or the outstanding voting power of the Company or, if applicable, the parent entity resulting from any such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period)transaction immediately upon consummation thereof, and or (iii) if any transaction pursuant to which any person (or group of persons) other than Parent or its affiliates acquires or would acquire control of assets (including for this purpose the basis outstanding equity securities of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that Subsidiaries of the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, and securities of the entity surviving any merger or business combination involving any of the Subsidiaries of the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions ) of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) or any of the Subsidiaries representing more than 20% of the fair market value of all the assets of the Company shall not make and the Subsidiaries, taken as a Company Adverse Recommendation Change ifwhole, immediately prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Changetransaction. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none of the Company nor shall it --------------------- authorize or permit any of its Subsidiaries shall, nor shall any of them authorize or permitRepresentatives to, directly or indirectly, (a) solicit, initiate or encourage the submission of any of their respective officersAcquisition Proposal or (b) participate in or encourage any discussion or negotiations regarding, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) furnish to any person any non-public information with respect to, directly or indirectly: (i) initiate, solicit, encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of of, any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate provided, however, that the foregoing shall not prohibit -------- ------- the Board of Directors of the Company from furnishing information to, or participate in any entering into discussions or negotiationsnegotiations with, any person or furnish entity that makes an unsolicited Acquisition Proposal prior to any Person not a party to the approval of this Agreement any by the Company Stockholders if, and to the extent that, (A) the Board of Directors of the Company, based upon the written advice of independent outside legal counsel, determines in good faith that such action is required for the Board of Directors of the Company to comply with its fiduciary obligations to the Company Stockholders under applicable Delaware law, (B) prior to taking such action, the Company receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity and (C) the Board of Directors of the Company concludes in furtherance good faith, based upon written advice from its independent financial advisor, that the Acquisition Proposal is a Superior Proposal. The Company shall provide immediate oral and written notice to Parent of (a) the receipt of any inquiries that such Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of such Acquisition Proposal or inquiry, (c) the identity of such person or entity making any Superior such Acquisition Proposal that is or inquiry and (d) the basis Company's intention to furnish information to, or enter into discussions or negotiations with, such person or entity. The Company shall continue to keep Parent informed of the proposed action by the Company Board (it being understood status and agreed that details of any amendment such Acquisition Proposal or inquiry. For purposes of this Agreement, "Acquisition Proposal" means any bona fide proposal with respect -------------------- to the financial terms a merger, consolidation, share exchange, tender offer or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, similar transaction involving the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to or any purchase or other acquisition of all or any significant portion of the terms and conditions assets of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines or any equity interest in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.

Acquisition Proposals. (a) Subject to Sections 7.03(b)The Company shall not, 7.03(c) nor shall it permit any of its Subsidiaries nor shall it authorize or permit any officers, directors, employees, agents and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval (“No Shop Period”), none representatives of the Company or any of its Subsidiaries shall(including any investment banker, nor shall attorney or accountant retained by it or any of them authorize or permit, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”its Subsidiaries) to, directly or indirectly: (i) solicit, initiate, solicitseek, encourage encourage, facilitate or knowingly induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal or any inquiry, offer or proposal that may reasonably be expected to lead to an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person or entity or grant access to any person or entity to any nonpublic information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, constitutes or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into engage in discussions with any agreement, arrangement person or understanding entity with respect to any Acquisition Proposal Proposal, except as to the existence of these provisions, (including any letter of intentiv) approve, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement endorse or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, recommend any Acquisition Proposal (other than a confidentiality agreementexcept to the extent specifically permitted pursuant to Section 4.2(d) and Section 7.1(g)), or that is intended (v) enter into any letter of intent or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger similar document or any other transaction contemplated by this Agreement); contract, agreement or (iv) fail to make, withdraw commitment contemplating or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect otherwise relating to any Acquisition Proposal shall be considered an adverse modificationor transaction contemplated thereby (except as permitted pursuant to Section 4.2(d) and Section 7.1(g), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the The Company shall, and shall cause its Subsidiaries and Representatives the officers, directors, employees, agents and representatives of the Company and its Subsidiaries (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, immediately cease any and cause to be terminated immediately any discussionsall existing activities, discussions or negotiations or communications with any party or third parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) conducted heretofore with respect to any Acquisition Proposal. The Company agrees not to release any third party from, or waive any provision of, or fail to enforce, any confidentiality agreement, standstill agreement or similar agreement to which it is a party related to, or which could affect, an Acquisition Proposal and agrees that Parent shall be entitled to enforce the Company's rights and remedies under and in connection with such agreements. (including i) As promptly as practicable (but in no event later than 24 hours) after receipt of any Acquisition Proposal, or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal, the Company shall provide Parent with oral and written notice of the material terms and conditions thereof of such Acquisition Proposal, request or inquiry, and the identity of the Person person, entity or Group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. Upon receipt of the Acquisition Proposal, request or inquiry, the Company shall provide Parent as promptly as practicable (but in no event later than 24 hours after receipt of any Acquisition Proposal) oral and written notice setting forth the material terms of such Acquisition Proposal, request or inquiry and all such information as is reasonably necessary to keep Parent informed of the status and details (including amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall provide to Parent (A) promptly (and in no event later than 24 hours after receipt) a copy of all written materials subsequently provided by the person making the Acquisition Proposal in connection with such Acquisition Proposal, request or inquiry and (B) simultaneously with the delivery thereof, a copy of all written materials subsequently provided to the person making the Acquisition Proposal, request or inquiry to the extent not previously provided to Parent; provided that this clause (B) which does not affect the restrictions on the delivery of information to any of such person otherwise imposed by this Section 4.2. (ii) The Company shall provide Parent with seventy-two (72) hours prior notice (or such lesser prior notice as is provided to the Company or any members of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies Board of Directors) of any written materials received and a written summary meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposalAcquisition Proposal. (c) Notwithstanding anything to the contrary contained in Section 7.03(a4.2(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by under circumstances in which the Company or any has complied with all of its Subsidiariesobligations under Section 4.2(a) and 4.2(b), during in the No Shop Periodevent that, prior to receipt of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b))the Stockholder Approval, the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposalreceives an unsolicited, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the bona fide written Acquisition Proposal is reasonably likely to lead to that its Board of Directors (or a Superior Proposal. If the Company Board determines special committee thereof) has in good faith concluded (after following consultation with and the receipt of advice from its outside legal counsel and its financial advisorsadvisor) that such Acquisition Proposal constitutes is, or is reasonably likely to lead to result in, a Superior ProposalOffer, the Company Board maymay then take the following actions prior to, but not after, the Stockholder Approval if the Company Company's Board of Directors, after consultation with and the receipt of advice from its outside legal counsel, determines in good faith (after consulting with outside legal counsel) that failure such actions are required by the Board of Directors to take such action would be inconsistent comply with its fiduciary duties under imposed by applicable Lawlaw: (i) furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A) (1) prior to or concurrently with furnishing any such nonpublic information to such party, the Company gives Parent written notice of its intention to furnish non-public nonpublic information and (2) the Company receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms (including the standstill terms regarding limitations on actions, transactions and proposals with respect to the Company and its Subsidiaries to securities) contained in the Person who made such Acquisition Proposal provided, however, Confidentiality Agreement (and containing additional provisions that expressly permit the Company to comply with the provisions of this Section 4.2), and the Company provides a copy of such confidentiality agreement to Parent, and (1B) concurrently contemporaneously with furnishing any nonpublic information to such third party, it furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); and (2ii) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates engage in negotiations regarding such with the third party with respect to the Acquisition Proposal. Notwithstanding anything in this Section 7.03 , provided that concurrently with entering into negotiations with such third party, it gives Parent written notice of its intention to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of enter into negotiations with such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Lawsthird party. (d) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of the Company shall be permitted, at any time prior to obtaining the receipt of the Stockholder Approval, to withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify, its recommendation in favor of the Merger, and, in the case of a Superior Offer that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a "Change of Recommendation"), if, after consultation with and the receipt of advice from its outside legal counsel, the Company's Board of Directors determines in good faith that withholding, withdrawing, amending or modifying its recommendation is required by such Board of Directors to comply with its fiduciary duties imposed by applicable law and, in response to an Acquisition Proposal, if all of the following conditions in clauses (i) through (iv) are met: (i) a Superior Offer shall have been made and shall not have been withdrawn; (ii) the Company Shareholder Approval, if shall have (A) provided to Parent written notice which shall state expressly (1) that the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior ProposalOffer, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of the Superior Offer (including the most current version of any Superior Proposal that is definitive agreement proposed to be entered into in connection therewith) and the basis identity of the proposed action by person, entity or Group making the Company Board (it being understood Superior Offer, and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new written notice be provided to Parent and a new three (3) Business Day period)that the Company intends to effect a Change of Recommendation and the manner in which it intends to do so, and (B) made available to Parent all materials and information made available to the person, entity or Group making the Superior Offer in connection with such Superior Offer that were not previously made available to Parent; (iii) if at least five business days shall have elapsed since the basis Company provided the written notice to Parent described in clause (ii)(A) of this Section 4.2(d) and Parent shall not have made an offer that the Board of Directors of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent have concluded in good faith to make such adjustments (following consultation with and receipt of advice from its financial advisor and outside legal counsel) is at least as favorable, from a financial point of view, to the terms Company stockholders as such Superior Offer; (iv) and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change ifhave breached the provisions in Section 4.2(a) or Section 4.2(d) and shall not have breached, prior to in any material respect, any of the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms other provisions set forth in this Section 4.2 and conditions shall not then be in breach of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation ChangeSection 4.2. (e) Nothing Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 7.03 5.3(b), the obligation of the Company to call, give notice of, convene and hold its stockholders' meeting as contemplated in Section 5.3 shall not be limited or elsewhere otherwise affected by a Change of Recommendation unless this Agreement is terminated pursuant to Section 7.1(g). Notwithstanding anything to the contrary contained in this Agreement, prior to the termination of this Agreement pursuant to Section 7.1(g), the Company shall not (i) submit to the vote of its stockholders any Acquisition Proposal, or (ii) enter into any agreement, agreement-in-principle or letter of intent (other than the confidentiality agreement referenced in Section 4.2(c)) with respect to or accept any Acquisition Proposal (or resolve to or publicly propose to do any of the foregoing). (f) Nothing contained in this Agreement shall prevent prohibit the Company or its Board of Directors from taking and disclosing to its shareholders stockholders a position contemplated with respect to a tender or exchange offer by Rule 14d-9 or a third party pursuant to Rule 14e-2(a) promulgated under the Exchange Act with respect to an the extent required by applicable law; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing sentence, the Company shall not make a Change of Recommendation to recommend that its stockholders accept a tender or exchange offer unless specifically permitted pursuant to the terms of Section 4.2(d). (g) For purposes of this Agreement, the following terms shall have the following meanings: (i) "Acquisition Proposal; provided" shall mean any inquiry, howeveroffer or proposal (other than by Parent, that compliance by Merger Sub or any of their respective Affiliates) relating to any transaction or series of related transactions involving: (A) any purchase from the Company with such obligations shall not relieve or acquisition by any person, entity or "Group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a fifteen percent (15%) interest in the total outstanding voting securities of the Company or any tender offer or exchange offer that if consummated would result in any person, entity or Group beneficially owning fifteen percent (15%) or more of the total outstanding voting securities of the Company or any merger, consolidation, business combination or similar transaction involving the Company, (B) other than in the Ordinary Course of Business, any sale, lease, exchange, transfer, license, acquisition or disposition of more than fifteen percent (15%) of the assets of the Company and its Subsidiaries, taken as a whole, or (C) any liquidation or dissolution of the Company or any of its obligations under Subsidiaries; and (ii) "Superior Offer" shall mean an unsolicited, bona fide written proposal made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the provisions assets of this Section 7.03. In addition, it is understood the Company or all or substantially all of the outstanding voting securities of the Company (A) on terms that the Board of Directors of the Company has in good faith concluded (following consultation with and agreed that, for purposes the receipt of this Agreement (including Article ‎VIIIadvice from its outside legal counsel and its financial adviser), taking into account, among other things, all legal, financial, regulatory and other aspects of the offer, the person, entity or Group making the offer, the source of financing and any amounts payable pursuant to Section 7.2, to be more favorable, from a factually accurate public statement by the Company that describes financial point of view, to the Company’s 's stockholders (in their capacities as stockholders) than the terms of the Merger and is reasonably capable of being consummated, (B) for which financing, to the extent required, is then committed or which, in the good faith reasonable judgment of the Board of Directors of the Company, following consultation with and the receipt of an Acquisition Proposal advice from the Company's financial advisor, is reasonably capable of being financed by such third party, and (C) that the Board of Directors of the Company, in its good faith reasonable judgment, following consultation with and the operation receipt of this Agreement with respect thereto shall not in advice from the Company's outside legal counsel and financial advisor, determines is reasonably capable of itself be deemed a Company Adverse Recommendation Changebeing consummated without undue delay on the terms proposed.

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d), from From the date of this Agreement to any time prior to obtaining hereof until the termination hereof, the Company Shareholder Approval (“No Shop Period”)will not, none nor will it permit any of its subsidiaries to, nor will it authorize or permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitsubsidiaries to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, initiate or encourage the submission of any Acquisition Proposal (as defined in Section 10.12(a)) or knowingly (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documentsfacilitate, press releases any Acquisition Proposal or other similar means) or assistance) any inquiries or the making of any proposal or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate . Notwithstanding the foregoing, prior to the acceptance for payment of Shares pursuant to the Offer, the Company may, to the extent required by the fiduciary obligations of the Board, as determined in any discussions or negotiationsgood faith by a majority of the disinterested members thereof after consultation with outside counsel, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; (iii) enter into any agreement, arrangement or understanding with respect response to any Acquisition Proposal (including any letter of intent, agreement in principle, memorandum of understanding, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or intended to, or that would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement), or that is intended or that could reasonably be expected to result in the abandonment, termination or failure to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreement, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicitedmade by a person whom the Special Committee determines, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and an independent financial advisors) that such Acquisition Proposal constitutes or is advisor, to be reasonably likely to lead to capable of making a Superior ProposalCompany Proposal (as defined below), that was not solicited by the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) and that failure to take such action would be inconsistent with its duties under applicable Lawdid not otherwise result from a breach of this Section 7.3(a), (Ax) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made person or group making such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information its representatives pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law customary confidential agreement and (Cy) participates participate in discussions and negotiations with such person or group and its representatives to the extent required regarding such Acquisition Proposal. Notwithstanding anything in For purposes of this Section 7.03 Agreement, "Superior Company Proposal" means any proposal made by a third party to acquire all or substantially all the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, equity securities or if the exchange assets of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely pursuant to result in the Company a tender or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contraryexchange offer, at any time prior to obtaining the Company Shareholder Approvala merger, if (1) the Company has received an Acquisition Proposal that has not been withdrawn a consolidation, a liquidation or abandoneddissolution, and the Company Board a recapitalization or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposalsale of all or substantially all of its assets, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that on terms which a majority of the disinterested directors of the Company Board has determined that determines in their good faith judgment to represent superior value for the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis holders of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment Shares compared to the financial terms or any other material term of such Superior Proposal shall require a new written notice be provided to Parent Offer and a new three (3) Business Day period)the Merger, and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to taking into account all the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, such proposal and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII)any proposal by Purchaser to amend the terms of this Agreement, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal Offer and the operation Merger) and (ii) that is reasonably capable of this Agreement with respect thereto shall not in being completed, taking into account all financial, regulatory, legal and other aspects of itself be deemed a Company Adverse Recommendation Changesuch proposal.

Acquisition Proposals. (a) Subject to Sections 7.03(b)Except as expressly permitted by this Section 6.12, 7.03(c) and 7.03(d), from the date of this Agreement to any time prior to obtaining the Company Shareholder Approval agrees that it will not, and will cause each of its Subsidiaries and its and their respective officers, directors and employees, and will use its reasonable best efforts to cause its and their respective agents, advisors, financing sources, investment bankers, attorneys and other representatives (collectively with officers, directors and employees, “No Shop PeriodRepresentatives”), none of the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitnot to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, knowingly encourage or knowingly take any other action to facilitate (including by way of furnishing information (other than public information widely disseminated through Company SEC Documentsinquiries or proposals regarding, press releases or other similar means) or assistance) any inquiries or the making of any proposal or other action offer that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal; , (ii) initiate engage or participate in any discussions or negotiations, or furnish to negotiations with any Person not a party to this Agreement person concerning any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal; , (iii) disclose or provide any confidential or nonpublic information or data to, or otherwise cooperate in any way with, any person in connection with any Acquisition Proposal (including by affording access to the personnel, properties, books, records or assets of the Company or its Subsidiaries) or (iv) unless this Agreement has been terminated in accordance with its terms, enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, arrangement merger agreement, or understanding other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with respect this Section 6.12(a)) relating to any Acquisition Proposal (including provided, however, that the foregoing shall not prevent the Company or its Representatives from contacting any letter person who has made an Acquisition Proposal or inquiry or proposal relating thereto solely for the purpose of intentseeking clarification of the terms and conditions thereof). Notwithstanding the foregoing, agreement prior to the receipt of the Requisite Company Vote, in principlethe event the Company receives an unsolicited bona fide written Acquisition Proposal, memorandum of understandingit may, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, (x) furnish or intended cause to be furnished confidential or nonpublic information or data to, (y) participate in negotiations or that would reasonably be expected discussions with and (z) afford access to lead toits and their personnel, any properties, books, records and assets to the person making the Acquisition Proposal (other and such person’s Representatives) if and only if its Board of Directors concludes in good faith (after consultation with its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than a confidentiality agreement), or that is intended or that could reasonably be expected not to result in the abandonmenta violation of its fiduciary duties under applicable law; provided, termination further, that prior to providing any confidential or failure nonpublic information permitted to consummate the Merger or any other transaction contemplated by this Agreement); or (iv) fail be provided pursuant to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Merger Recommendation (it being understood that, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), or recommend, adopt or approve, or publicly propose to recommend, adopt or approve, a Acquisition Proposal, or take any action or make any statement inconsistent with the Merger Recommendation (any of the foregoing proviso affording such access or participating in this clause ‎(iv), a “Company Adverse Recommendation Change”). As of the date of this Agreementsuch negotiations or discussions, the Company shallshall have given Parent at least twenty-four (24) hours’ prior written notice and shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with the Company. The Company will, and shall will cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated immediately any discussionsactivities, discussions or negotiations or communications conducted before the date of this Agreement with any party or parties that are currently ongoing with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. (b) The Company shall promptly notify person other than Parent in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement to the contrary, following the receipt by the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal (that was not solicited, encouraged or facilitated in violation of Section 7.03(a) or Section 7.03(b)), the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information will request pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (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 written notice be provided to Parent and a new three (3) Business Day period), and (iii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, representing that the Company has complied with this Section 7.03, (B) during such three (3) Business Day period, the Company, if requested by Parent , shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its Merger Recommendation, and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such that the Company Board determines in good faith (after consultation with outside legal counsel and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation Change. (e) Nothing in this Section 7.03 or elsewhere in this Agreement shall prevent the Company Board from taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal; provided, however, that compliance by the Company with such obligations shall not relieve the Company of any of its obligations under the provisions of this Section 7.03. In addition, it is understood and agreed that, for purposes of this Agreement (including Article ‎VIII), a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation Change.applicable

Acquisition Proposals. (a) Subject to Sections 7.03(b), 7.03(c) and 7.03(d)Except as otherwise set forth in this Section 6.5, from and after the date of this Agreement to any time prior to obtaining Agreement, the Company Shareholder Approval (“No Shop Period”)agrees that neither it, none nor any of the Company Subsidiaries shall, and that it shall not authorize or permit its and their respective Representatives retained by the Company or any of its Subsidiaries shall, nor shall any of them authorize or permitCompany Subsidiary to, directly or indirectly, any of their respective officers, trustees, directors, employees, investment bankers, financial advisors, accountants, attorneys, brokers, finders or other agents, advisors or representatives (each, a “Representative”) to, directly or indirectly: (i) initiate, solicit, encourage knowingly encourage, or knowingly take any other action to facilitate (including by way of furnishing information (other than providing non-public information widely disseminated through Company SEC Documents, press releases or other similar means) or assistanceinformation) any inquiries regarding, or the making of any proposal any, proposals or other action offers that constitutes, constitute or may reasonably be expected to lead to, any Acquisition Proposal; (ii) initiate or participate in any discussions or negotiations, or furnish to any Person not a party to this Agreement any information in furtherance of any inquiries that could reasonably be expected to lead to an Acquisition Proposal, or (ii) engage in, continue, or otherwise participate in any negotiations or discussions (other than to state that it is not permitted to have discussions) concerning, or provide or cause to be provided any non-public information or data relating to the Company or any of the Company Subsidiaries in connection with, an Acquisition Proposal; (iiiprovided, however, it is understood and agreed that any determination or action by the Company, the Special Committee, or the Company Board permitted under Section 6.5(b), Section 6.5(c) enter into or Section 8.3(a) shall not be deemed to be a breach of this Section 6.5(a). Upon the execution of this Agreement, the Company agrees, and the Special Committee will direct, that the Company and the Company Subsidiaries and its and their Representatives will immediately cease and cause to be terminated any agreementexisting activities, arrangement discussions or understanding negotiations with any persons conducted heretofore with respect to any Acquisition Proposal. (b) Notwithstanding anything to the contrary in Section 6.5(a), at any time after the date of this Agreement and prior to obtaining the Company Requisite Vote, the Company may, in response to a bona fide written Acquisition Proposal (including any letter that did not result from a material breach of intentSection 6.5(a) and that the Special Committee, agreement which shall have full, sole, and exclusive authority to make such decision determines, in principleits good faith judgment, memorandum of understandingafter consultation with its outside legal counsel and financial advisors, expense reimbursement agreement, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement constitutes or other agreement constituting or related to, or intended to, or that would may reasonably be expected to lead toto a Superior Proposal, any (i) furnish information and data with respect to the Company and the Company Subsidiaries to the person making such Acquisition Proposal (other than pursuant to a customary confidentiality agreement), or that is intended or that could reasonably be expected to result agreement on terms at least as restrictive as those contained in the abandonment, termination or failure Confidentiality Agreements but excluding the “standstill” provisions thereof (except for such changes necessary in order for the Company to consummate the Merger or any other transaction contemplated by be able to comply with its obligations under this Agreement), and (ii) participate, through the Special Committee, in discussions or negotiations with such person and its Representatives regarding such Acquisition Proposal; provided, however, that the Company shall promptly (and in any event, within 48 hours) provide or make available to Parent any material non-public information concerning the Company or any of the Company Subsidiaries that is provided to the person making such Acquisition Proposal or its Representatives which was not previously or concurrently provided or made available to Parent. (ivc) fail In all cases, subject to makethe permitted actions contemplated by Section 8.3(a) and the next sentence of this Section 6.5(c), neither the Company Board nor any committee thereof shall (i) withdraw or modify in a manner adverse to Parent or Merger Sub, or publicly propose to withdraw or modify in a manner adverse to Parent or Merger Sub, the Merger Recommendation Company Recommendation, (it being understood thatii) adopt, subject to and without limitation of ‎Section 7.03(e), taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an adverse modification), approve or recommend, adopt or approve, or publicly propose to adopt, approve or recommend, adopt any Acquisition Proposal (any of such actions described in clauses (i) or approve, (ii) being referred to as a Acquisition Proposal“Change of Recommendation”), or take (iii) adopt, approve or recommend, or allow the Company or any action Company Subsidiary to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement constituting, or that would reasonably be expected to result in, any Acquisition Proposal (other than a confidentiality agreement in accordance with Section 6.5(b)) (each, an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary in this Section 6.5, if, prior to obtaining the Company Requisite Vote, (A) the Special Committee, which shall have full, sole, and exclusive authority to make any statement such decision, determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to do so would be reasonably likely to be inconsistent with the Merger Recommendation (any discharge or exercise of the foregoing Company Board’s fiduciary duties under applicable law, it may recommend a Change of Recommendation to the Company Board, which, upon receiving such recommendation from the Special Committee, may effect a Change of Recommendation in accordance with this Section 6.5(c), and/or (B) the Company receives a written bona fide Acquisition Proposal that did not result from a material breach of Section 6.5(a) and that the Special Committee, which shall have full, sole, and exclusive authority to make such decision, determines in good faith, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal, then (i) the Company Board may make a Change of Recommendation and/or authorize the Company to terminate this Agreement pursuant to Section 8.3(a), and (ii) the Company, upon receiving such authorization from the Company Board, may enter into an Alternative Acquisition Agreement with respect to such Superior Proposal if, with respect to this clause ‎(iv(ii), the Company concurrently terminates this Agreement pursuant to Section 8.3(a). The Company Board shall not be entitled to effect a Change of Recommendation or authorize the termination of this Agreement pursuant to Section 8.3(a) (and, for the avoidance of doubt, the Company shall not be entitled to terminate this Agreement pursuant to Section 8.3(a)) unless the Company has provided written notice (a “Company Adverse Notice”) at least three (3) Business Days in advance of such Change of Recommendation Change”). As or authorization to Parent and Merger Sub advising Parent that the Special Committee has determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to make a Change of the date Recommendation or to authorize termination of this Agreement, as applicable, would be reasonably likely to be inconsistent with the discharge or exercise of its fiduciary duties under applicable law. For the avoidance of doubt, any purported termination of this Agreement pursuant to Section 8.3(a) shall be void and of no force and effect unless the Company complies with this Section 6.5(c) and pays the Termination Fee in accordance with Section 8.5(b) prior to or substantially concurrently with such termination. In the event that the basis of such proposed action by the Special Committee, the Company Board and/or the Company is in connection with a Superior Proposal, (x) the Notice shall include the terms and conditions of such Superior Proposal (including the identity of the third party making the Superior Proposal and any financing materials related thereto, if any) and include with it copies of any proposed transaction documents with respect to such Superior Proposal, (y) during the three (3) Business Day period following receipt by Parent and Merger Sub of the Notice, the Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease negotiate with Parent and cause Merger Sub in good faith (to be terminated immediately any discussions, negotiations or communications with any party or parties that are currently ongoing with respect to, or that could reasonably be expected the extent Parent and Merger Sub desire to lead to, an Acquisition Proposal. (bnegotiate) The Company shall promptly notify Parent to make such adjustments in writing (as soon as is reasonably practicable, but in any event no later than two Business Days from initial receipt or occurrence) of any Acquisition Proposal or any communications (written or oral) with respect to any Acquisition Proposal (including the material terms and conditions thereof and the identity of the Person making the Acquisition Proposal) which any of the Company or any of its Subsidiaries or any such Representative may receive after the date hereof, and the Company shall promptly provide to Parent copies of any written materials received and a written summary of any other communications made in connection with the foregoing, and shall keep Parent informed on a prompt basis as to the status, material terms and conditions and any material developments regarding any such proposal. (c) Notwithstanding Section 7.03(a) and Section 7.03(b) or any other provision of this Agreement and the Financing Documents so that such Superior Proposal ceases to the contraryconstitute a Superior Proposal, and (z) following the receipt by end of the Company or any of its Subsidiaries, during the No Shop Period, of an Acquisition Proposal three (that was not solicited, encouraged or facilitated in violation of Section 7.03(a3) or Section 7.03(b))Business Day period, the Company Board may (directly or through Representatives) contact such Person and its advisors solely for the purpose of clarifying the Acquisition Proposal, or the material terms thereof, the conditions to and its likelihood of consummation, so as to determine whether the Acquisition Proposal is reasonably likely to lead to a Superior Proposal. If the Company Board determines Special Committee shall have determined in good faith (after consultation with their outside legal counsel and financial advisors) , taking into account any changes to this Agreement and the Financing Documents proposed in writing by Parent and Merger Sub in response to the Notice or otherwise, that such Acquisition the Superior Proposal constitutes or is reasonably likely giving rise to lead the Notice continues to constitute a Superior Proposal, the Company Board may, if the Company Board determines in good faith (after consulting with outside legal counsel) that failure to take such action would be inconsistent with its duties under applicable Law, (A) furnish non-public information with respect to the Company and its Subsidiaries to the Person who made such Acquisition Proposal provided, however, that the Company (1) concurrently furnishes such information to Parent and (2) furnishes such information pursuant to a confidentiality agreement, (B) discloses to its shareholders any information required to be disclosed under applicable Law and (C) participates in negotiations regarding such Acquisition Proposal. Notwithstanding anything in this Section 7.03 to the contrary, the Company shall not be required to provide to Parent any information which the Company deems in good faith to be not appropriate for disclosure to Parent due to competitive concerns, or if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in the Company or the Merger violating applicable anti-trust Laws. (d) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Shareholder Approval, if (1) the Company has received an Acquisition Proposal that has not been withdrawn or abandoned, and the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal, or (2) in the absence of an Acquisition Proposal, the Company Board or a duly authorized committee thereof determines in good faith (after consultation with outside legal counsel and financial advisors) that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may make a Company Adverse Recommendation Change; provided, however, that (A) no Company Adverse Recommendation Change shall be made until after the third (3rd) Business Day following Parent ‘s receipt of written notice from the Company (i) advising Parent that the Company Board has determined that the Company Board intends to make a Company Adverse Recommendation Change, (ii) if the basis of the proposed Company Adverse Recommendation Change is a Superior Proposal, advising Parent of the Any material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment to the financial terms or any other material term amendment of such Superior Proposal shall require a new written notice Notice and the Company shall be required to comply again with the requirements of this Section 6.5(c), provided to Parent and a new that, for purposes of complying with the requirements of this sentence, the three (3) Business Day period)period described above in this Section 6.5(c) shall be reduced to two (2) Business Days. (d) The Company shall promptly (and in any event within 48 hours of knowledge thereof) notify Parent in writing of (i) any written Acquisition Proposal received by the Company, (ii) any request for non-public information relating to the Company or the Company Subsidiaries, other than requests for information not reasonably expected to be related to an Acquisition Proposal, and (iii) if any inquiry or request for discussion or negotiation regarding an Acquisition Proposal, including in each case the basis identity of the proposed Company Adverse Recommendation Change is a Superior person making any such Acquisition Proposal, representing inquiry or request and the material terms of any such Acquisition Proposal, inquiry or request; provided, in each case, that such Acquisition Proposal, request or inquiry is received by the Company has complied with this Section 7.03Board or the Special Committee, its agents or its advisors. The Company shall (A) keep Parent informed in all material respects of the status and details (including material amendments to the terms thereof) of such Acquisition Proposal, inquiry or request and (B) during provide to Parent as soon as practicable after receipt thereof copies of all material written correspondence relating to such three (3) Business Day periodAcquisition Proposal or request exchanged between the Company or any of the Company Subsidiaries, on the Companyone hand, if requested by Parent and the person making such Acquisition Proposal or request, shall negotiate with Parent in good faith to make such adjustments to on the other hand, concerning the material terms and conditions of thereof; provided that this Agreement as would enable the Company Board to proceed with its Merger Recommendation, obligation shall be excused if and not make a Company Adverse Recommendation Change, and (C) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three (3) Business Day period, Parent delivers a definitive proposal to adjust the terms and conditions of this Agreement such extent that the Company Board determines in good faith (after consultation with outside legal counsel or Special Committee and financial advisors) that its fiduciary duties no longer require it to make a Company Adverse Recommendation ChangeRepresentatives shall be unaware of such information and documents. (e) Nothing in this Section 7.03 or elsewhere set forth in this Agreement shall prevent be deemed to prohibit the Company Board Board, after consultation with the Special Committee, or the Special Committee, after providing prior notice to the Company Board, from taking and disclosing to its shareholders the Company’s stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Rule 14e-2(aItem 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with respect to an Acquisition Proposal; providedthe making or amendment of a tender offer or exchange offer), however, provided that compliance by the Company with such obligations Board shall not relieve expressly reaffirm the Company of any of its obligations under the provisions of this Section 7.03Recommendation in such disclosure. In addition, it is understood The parties agree and agreed acknowledge that, for purposes of this Agreement (including Article ‎VIII)Agreement, a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto shall not in and of itself be deemed a Company Adverse Recommendation ChangeChange of Recommendation.