Common use of No Solicitation Clause in Contracts

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

No Solicitation. From and after (a) During the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIIInterim Period, neither the Company nor will, and will cause the Company’s Subsidiaries and instruct its Representatives to, immediately cease, and cause to be terminated, any discussion or negotiations with any Person conducted heretofore by the Company or any of its Subsidiaries nor any of or Representatives with respect to a Competing Proposal. (b) During the Interim Period, the Company Shareholders willwill not, nor and will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of cause the foregoing collectively being the “Company Representatives”) Company’s Subsidiaries and will instruct its Representatives not to, directly or indirectly, indirectly (i) solicit, initiate, seek, entertain, encourage, facilitate, support solicit or induce knowingly encourage the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition a Competing Proposal, ; (ii) enter into, participate in, maintain or continue engage in any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to discussions with any Person with respect to a Competing Proposal; (iii) furnish any non-public information with respect toregarding the Company or its Subsidiaries, or take access to the properties, assets or employees of the Company or its Subsidiaries, to any other action regarding, any inquiry, expression of interest, proposal Person in connection with or offer that constitutes, or would reasonably be expected in response to lead to, an Acquisition a Competing Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, ; (iv) enter into any letter of intent or any agreement in principal, or other Contract contemplating or otherwise relating to any Acquisition Proposal, agreement providing for a Competing Proposal (other than a confidentiality agreement entered as provided in Section 6.3(e)(ii)); or (v) submit release or permit the release of any Acquisition Proposal Person from, or amend, waive or permit the amendment or waiver of any provision of, any “standstill” or similar agreement or provision to allow such Person to make or amend a Competing Proposal; provided, however, that notwithstanding anything to the vote of any shareholders of contrary in this Agreement, the Company or any Subsidiary. Each of its Representatives may, (A) in response to an unsolicited inquiry or proposal, seek to clarify the terms and conditions of such inquiry or proposal to determine whether such inquiry or proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal and (B) in response to an inquiry or proposal from a third party, inform a third party or its Representative of the restrictions imposed by the provisions of this Section 6.3 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder). (c) During the Interim Period, the Company and shall advise Parent of the receipt by the Company of any Competing Proposal made on or after the date of this Agreement, any request for non-public information or data relating to the Company or any of its Subsidiaries will immediately cease and cause to be terminated made by any and all existing activities, Person in connection with a Competing Proposal or any request for discussions or negotiations with the Company or a Representative of the Company relating to a Competing Proposal in each case within twenty-four (24) hours thereof, and the Company shall provide to Parent (within such twenty-four (24) hour timeframe) (i) a copy of any Persons conducted such Competing Proposal if made in writing provided to the Company or any of its Subsidiaries or (ii) if any such Competing Proposal is made orally, a written summary of the material financial and other terms of such Competing Proposal. Thereafter the Company shall keep Parent reasonably informed with respect to the status and material terms of any such Competing Proposal and any material changes to the status of any such discussions or negotiations. (d) Except as permitted by Section 6.3(e), the Company Board, including any committee thereof, agrees it shall not (i) withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, in a manner adverse to Parent, or fail to affirm without qualification at the request of Parent, the Company Board Recommendation; or (ii) approve, endorse or recommend, or publicly propose or announce any intention to approve, endorse or recommend, any Competing Proposal (the taking of any action described in clauses (i) and (ii) being referred to as a “Company Change of Recommendation”). (e) Notwithstanding anything in this Agreement to the contrary, the Company, directly or indirectly through one or more of its Representatives, may: (i) after consultation with its outside legal counsel, make such disclosures as the Company Board or any committee thereof determines in good faith are necessary to comply with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or other disclosure required to be made in the Proxy Statement/Prospectus by applicable U.S. federal securities Laws; provided, however, that neither the Company nor the Company Board shall, except as expressly permitted by Section 6.3(e)(iii) or Section 6.3(f), effect a Company Change of Recommendation including in any disclosure document or communication filed or publicly issued or made in conjunction with the compliance with such requirements; (ii) prior to the receipt of the Company Stockholder Approval, engage in the activities prohibited by Sections 6.3(b)(i), 6.3(b)(ii) or 6.3(b)(iii) with any Person who has made a written bona fide Competing Proposal that did not result from a breach of this Section 6.3; provided, however, that (A) prior to taking any such actions, the Company Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal is, or could reasonably be expected to lead to, a Superior Proposal, (B) no non-public information that is prohibited from being furnished pursuant to Section 6.3(b) may be furnished until the Company receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of non-public information furnished to such Person by or on behalf of the Company that are no less favorable to the Company in the aggregate than the terms of the Confidentiality Agreement, as determined by the Company Board in good faith after consultation with its legal counsel (provided, further, that such confidentiality agreement does not contain provisions that prohibits the Company from complying with the provisions of this Section 6.3), and (C) any such non-public information has previously been made available to, or is made available to, Parent prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within twenty-four (24) hours) after) the time such information is made available to such Person; (iii) prior to the receipt of the Company Stockholder Approval, in response to a Competing Proposal that did not result from a breach of this Section 6.3, if the Company Board (or any committee thereof) so chooses, cause the Company to effect a Company Change of Recommendation or to terminate this Agreement pursuant to Section 8.1(d), if prior to taking such action (A) the Company Board (or a committee thereof) determines in good faith after consultation with its financial advisors and outside legal counsel that such Competing Proposal is a Superior Proposal (taking into account any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Competing Proposal), (B) the Company Board (or a committee thereof) determines in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable Law, and (C) the Company shall have given notice to Parent that the Company has received such proposal, specifying the material terms and conditions of such proposal, and, that the Company intends to take such action, and either (1) Parent shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Company Stockholders Meeting and the fifth (5th) Business Day after the date on which such notice is given to Parent, or (2) if Parent within the period described in the foregoing clause (1) shall have proposed revisions to the terms and conditions of this Agreement Date in a manner that would form a binding contract if accepted by the Company, the Company Board (or any committee thereof), after consultation with its financial advisors and outside legal counsel, shall have determined in good faith that the Competing Proposal remains a Superior Proposal with respect to Parent’s revised proposal; provided, however, that each time material modifications to the financial terms of a Competing Proposal determined to be a Superior Proposal are made the time period set forth in this clause (C) prior to which the Company may effect a Company Change of Recommendation or terminate this Agreement shall be extended for forty-eight (48) hours after notification of such change to Parent; and (f) Notwithstanding anything in this Agreement to the contrary, prior to receipt of the Company Stockholder Approval, in response to an Intervening Event, the Company may, if the Company Board (or any Acquisition Proposal. If any committee thereof) so chooses, effect a Company RepresentativeChange of Recommendation if prior to taking such action (i) the Company Board (or a committee thereof) determines in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable Law, whether in his or her capacity as such or in any other capacity, takes any action (ii) the Company shall have given notice to Parent that the Company is obligated pursuant to this Section 6.1 to cause has determined that an Intervening Event has occurred or arisen (which notice will reasonably describe such Company Representative not to take, then Intervening Event) and that the Company intends to effect a Company Change of Recommendation, and either (A) Parent shall be deemed for all purposes not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Company Stockholders Meeting and the fifth (5th) Business Day after the date on which such notice is given to Parent, or (B) if Parent within the period described in the foregoing clause (A) shall have breached proposed revisions to the terms and conditions of this Section 6.1Agreement in a manner that would form a binding contract if accepted by the Company, the Company Board (or any committee thereof), after consultation with its outside legal counsel, shall have determined in good faith that such proposed changes do not obviate the need for the Company Board to effect a Company Change of Recommendation and that the failure to make a Company Change of Recommendation would be inconsistent with its fiduciary obligations to the Company’s stockholders under applicable Law.

No Solicitation. From and after (a) During the period from the Agreement Date and continuing until the Closing or earlier of the termination of this Agreement pursuant to Article VIIIand the Effective Time, neither the Company nor any of its Subsidiaries nor any of will not, and the Company Shareholders will, nor will any of them not authorize or permit any of their respective officers, directors, affiliates, shareholders or employees its Representatives or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Subsidiary to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders Company Securityholders or (vi) enter into any other transaction or series of Company transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or any Subsidiary. Each delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions. The Company will, and will cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Acquirer and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representativeof the Company’s Representatives, whether in his his, her or her its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 5.2 not to cause authorize or permit such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.15.2. (b) The Company shall immediately (but in any event, within 24 hours) notify Acquirer orally and in writing after receipt by the Company (or, to the knowledge of the Company, by any of the Company’s Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for non-public information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquirer and its Representatives. Such notice shall describe (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (B) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company shall keep Acquirer fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquirer a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide Acquirer with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Board) of any meeting of the Board at which the Board is reasonably expected to discuss any Acquisition Proposal.

No Solicitation. From (a) Except to the extent expressly permitted by this Section 5.4, during the Pre-Closing Period, WWE shall, shall cause its Subsidiaries and after direct its and their Representatives to (i) promptly (and in any case within twenty-four (24) hours) terminate (or cause to be terminated) any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.4, (ii) promptly (and in any case within twelve (12) hours of the Agreement Date until the Closing or termination execution of this Agreement pursuant Agreement) terminate (or cause to Article VIII, neither the Company nor be terminated) such Person’s and its Affiliates’ and Representatives’ access to any data room or other depository of information maintained by or on behalf of WWE and its Subsidiaries nor for purposes of facilitating an Acquisition Proposal and (iii) promptly cease any of the Company Shareholders willdirect or indirect solicitation, nor will knowing encouragement, discussion, or negotiation with any of them authorize or permit any of such Person that may be ongoing relating to an Acquisition Proposal. Additionally, WWE shall not, shall cause its Subsidiaries not to and direct its and their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives not to, directly or indirectly, (iA) solicit, initiate, seek, entertain, encourage, or knowingly facilitate, support or knowingly encourage (including by way of furnishing non-public information), or otherwise propose or knowingly induce the making, submission submission, or announcement of of, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal, (iiB) enter into, participate engage in, maintain continue, or continue otherwise participate in any communications (except solely to provide written notice as to the existence of these provisions) discussion or negotiations negotiation regarding, or deliver or make available furnish to any other Person (other than EDR, its Subsidiaries (including EDR OpCo and HoldCo) or any of its and their designees) any non-public information with respect toand data relating to WWE or any of its Subsidiaries or afford to any Person (other than EDR, its Subsidiaries (including EDR OpCo and HoldCo) or any of its and their designees) access to the business, properties, assets, books, records or other information, or take to any other action regardingpersonnel, of WWE or any inquiryof its Subsidiaries (except pursuant to Section 220 of the DGCL), expression of interestin each case, proposal or offer that constitutesin connection with, or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal or any inquires or the making of any proposal that would reasonably be expected to lead to, to an Acquisition Proposal, (iiiC) agree toapprove, accept, approveadopt, endorse or recommend (an Acquisition Proposal or publicly propose any offer or announce any intention or desire proposal that could lead to agree to, accept, approve, endorse or recommend) any an Acquisition Proposal, (ivD) terminate, amend, release, modify or fail to enforce any provision (including any standstill or similar provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement, (E) grant any waiver, amendment or release under any Takeover Laws, (F) authorize or enter into any letter of intent intent, acquisition agreement, agreement in principle, or other Contract (an “Acquisition Agreement”) relating to an Acquisition Proposal or (G) resolve, agree or propose to do any of the foregoing; provided, that, if (and only if) prior to WWE’s receipt of the duly executed WWE Written Consent, WWE receives an Acquisition Proposal that did not result from a breach of this Section 5.4(a) and the WWE Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal is, or could reasonably be expected to result in, a Superior Proposal and a failure to take the actions contemplated by the following clauses (1), (2) or (3) would be inconsistent with the directors’ fiduciary duties under applicable Law, WWE and the WWE Subsidiaries and their respective Representatives may (1) enter into an Acceptable Confidentiality Agreement, (2) engage in discussions or negotiations regarding such Acquisition Proposal (so long as WWE and such person have executed an Acceptable Confidentiality Agreement) and (3) furnish information to, or afford access to the business, properties, assets, books, records or personnel, of WWE or any other Contract contemplating of its Subsidiaries (so long as WWE and such person have executed an Acceptable Confidentiality Agreement), in each case, with the person making or otherwise relating renewing such Acquisition Proposal and its Representatives; provided, however, that any such information or access has previously been made available to any Acquisition ProposalEDR or shall be made available to EDR prior to, or substantially concurrently with, the time such information is made available to such Person. (vb) submit WWE shall promptly (and, in any event, within 24 hours) after receipt of any Acquisition Proposal to by it or any of its Representatives, notify EDR of the vote material terms of such Acquisition Proposal received by WWE, the Specified Stockholder or any of their respective Affiliates, and the identity of the person or “group” making such Acquisition Proposal and shall provide EDR with copies of any shareholders written requests, proposals or offers, including proposed agreements, and the material terms and conditions of Company any proposals or any Subsidiaryoffers (or where no such copies are available, a reasonably detailed written description thereof). Each In addition, WWE shall, and shall cause its Subsidiaries, the Specified Stockholder and their respective Affiliates to, keep EDR reasonably informed of the Company status and its Subsidiaries will immediately cease terms of, and cause to be terminated material changes in, any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any such Acquisition Proposal. If any Company RepresentativeWWE shall promptly (and, whether in his or her capacity as such or in any other capacityevent, within 24 hours), following a determination by the WWE Board that an Acquisition Proposal is a Superior Proposal to the extent WWE Board is permitted to do so pursuant to Section 5.6, notify Parent of such determination in writing (and, for the avoidance of doubt, following WWE’s receipt of the WWE Written Consent, the WWE Board shall have no right to make such a determination pursuant to Section 5.6 or otherwise). (c) As soon as reasonably practicable after the date of this Agreement, WWE shall deliver a written notice to each Person that entered into a confidentiality agreement relating to an Acquisition Proposal within the 180 days preceding the date of this Agreement requesting the prompt return or destruction of all confidential information previously furnished to any Person pursuant to such confidentiality agreement within such 180-day period. (d) Without limiting the foregoing, WWE agrees that if any of its officers, or its or their officers’ direct reports, or its or their directors, or any investment banker or financial advisor retained by, and acting on behalf of WWE, takes (or omits to take) any action that the Company is obligated pursuant to if taken (or not taken) by WWE would constitute a breach of this Section 6.1 to cause such Company Representative not to take5.4, then the Company such action (or inaction) shall be deemed for all purposes to constitute a breach of this Agreement to have breached this Section 6.15.4 by WWE.

No Solicitation. From Except as it may relate to any Silver Party and after subject to the terms of Section 5.02(b), from the date of this Agreement Date until the Closing or earlier to occur of the valid termination of this Agreement pursuant to Article VIIIVIII and the Effective Time, neither Titanium shall cease and cause to be terminated any discussions or negotiations with any Person and its Affiliates and Representatives that would be prohibited by this Section 5.02(a). Subject to the Company nor any terms of its Subsidiaries nor any Section 5.02(b), from the date of this Agreement until the earlier to occur of the Company Shareholders willvalid termination of this Agreement pursuant to Article VIII and the Effective Time, nor the Titanium Parties will any of them authorize or permit any of not, and will instruct their respective directors, officers, directorsemployees, affiliatesaccountants, shareholders or employees or any investment bankerconsultants, attorney or legal counsel, financial advisors and agents and other advisor or representative retained by any of them representatives (all of the foregoing collectively being the collectively, “Company Representatives”) not to, directly or indirectly, (i) solicit, initiateinitiate or propose the making or submission of, seekor knowingly encourage or facilitate the making or submission of, entertain, encourage, facilitate, support any offer or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, to an Acquisition Proposal, ; (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available furnish to any Person (other than the Silver Parties or any designees of the Silver Parties) any non-public information relating to Titanium or any of its Subsidiaries or afford to any Person (other than the Silver Parties or any designees of the Silver Parties) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Titanium or any of its Subsidiaries, in any such case with the intent to induce the making or submission of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal; (iii) participate in, knowingly facilitate or engage in discussions or negotiations with any Person with respect to, to an Acquisition Proposal or take any other action regarding, any inquiry, expression of interestoffer, proposal or offer inquiry that constitutes, or would reasonably be expected to lead to, to an Acquisition Proposal, Proposal (iiiother than informing such Persons of the existence of the provisions contained in this Section 5.02(a) agree to, accept, approve, endorse or recommend (contacting such Person or publicly propose or announce any intention or desire its Representatives solely to agree to, accept, approve, endorse or recommend) clarify the terms and conditions of any Acquisition Proposal, ); (iv) enter into any letter of intent intent, memorandum of understanding, agreement in principle, investment agreement, merger agreement, acquisition agreement or any other Contract contemplating or otherwise relating to any an Acquisition Transaction or that would reasonably be expected to lead to an Acquisition Proposal; other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract providing for an Acquisition Transaction an “Alternative Acquisition Agreement”) or (v) submit reimburse or agree to reimburse the expenses of any other Person (other than the Titanium Parties’ 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. From the date of this Agreement until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, Titanium will be required to enforce, and will not be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to Titanium or the Titanium Board (or the Titanium Special Committee), unless the Titanium Special Committee has determined in good faith, after consultation with its outside counsel, that failure to take such action (I) would prohibit the counterparty from making an unsolicited Acquisition Proposal to the vote of any shareholders of Company Titanium Board or any Subsidiary. Each of the Company Titanium Special Committee in compliance with this Section 5.02 and (II) would be inconsistent with its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated fiduciary duties pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1Applicable Law.

No Solicitation. From Such Stockholder shall not, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them shall not authorize or permit any stockholder, director, officer, employee, affiliate, representative or agent of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) such Stockholder to, directly or indirectly, (i) solicit, facilitate, initiate, seek, entertain, encourage, encourage or take any action to facilitate, support initiate, entertain or induce encourage any inquiries or communications or the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, may constitute an Acquisition ProposalProposal or a Transfer of any of the Securities, (ii) enter into, participate in, maintain or continue engage in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regardingwith, or deliver or make available provide any information to any Person any non-public information with respect to, or take any other action regardingwith the intent to facilitate the efforts of, any inquiry, expression person concerning any possible Acquisition Proposal or a Transfer of interest, proposal any of the Securities or offer that constitutes, any inquiry or would communication which might reasonably be expected to lead to, result in an Acquisition Proposal, Proposal or a Transfer of any of the Securities or (iii) agree to or endorse, or release any third party from any obligation under any existing standstill agreement or arrangement relating to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit otherwise facilitate any effort or attempt to make or implement any Acquisition Proposal. If such Stockholder or any representative or agent of such Stockholder receives an inquiry or proposal with respect to any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each Transfer of Securities, then such Stockholder shall promptly inform Parent of the Company terms and conditions, if any, of such inquiry or proposal and the identity of the person making it. Such Stockholder shall, and shall cause its Subsidiaries will representatives or agents to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposalof the foregoing. If Notwithstanding the foregoing, nothing in this Section 3.01(a) shall limit the ability of any individual who is a director or officer of the Company Representative, whether to take any of the actions described in Section 7.8(b) of the Merger Agreement (but only to the extent permitted in Section 7.8(b) of the Merger Agreement) in his or her capacity as such a director or in any other capacity, takes any action that officer of the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1Company.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the (a) The Company nor any of its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them shall it authorize or permit any of their the Company Subsidiaries to, and it shall use its reasonable best efforts to cause its and the Company Subsidiaries’ respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives not to, directly or indirectly, indirectly (i) solicit, initiate, seeksolicit or encourage (including by way of furnishing information or assistance), entertainor knowingly induce, encourageor take any other action designed to, facilitateor that is reasonably expected to, support or induce facilitate any inquiry with respect to the making, submission or announcement of of, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition constitutes a Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Takeover Proposal, (iii) enter into, continue or otherwise participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public information or data or access to its properties with respect to, or otherwise cooperate with or take any other action regarding, to facilitate any inquiry, expression of interest, proposal or offer that (A) constitutes, or would is reasonably be expected to lead to, an Acquisition Proposalany Takeover Proposal or (B) requires the Company to abandon, (iii) agree to, accept, approve, endorse terminate or recommend (fail to consummate the Merger or publicly propose any other transactions contemplated by this Agreement or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into submit to the shareholders of the Company for their approval any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Takeover Proposal, or (v) submit agree or publicly announce an intention to take any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the foregoing actions. (b) The Company shall, and shall cause the Company Subsidiaries to, and shall use its Subsidiaries will reasonable best efforts to cause its and the Company Subsidiaries’ Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date their Representatives with respect to any Acquisition Takeover Proposal and will use its reasonable best efforts to cause any such Person or such Person’s Representatives in possession of any confidential information about the Company or the Company Subsidiaries that was previously furnished to such Persons since November 1, 2008 in connection therewith to be returned or destroyed. The Company shall promptly inform its Representatives and the Representatives of all Company Subsidiaries of the obligations undertaken in this Section 5.3. The Company agrees not to, and to cause the Company Subsidiaries not to, release any third party from the confidentiality and standstill provisions of any agreement (or terminate, amend, modify or waive any provision of any such agreement) to which the Company or any Company Subsidiaries is or may become a party, shall enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or any state having jurisdiction, and shall immediately take all steps necessary to terminate any approval that may have been heretofore given under any such provisions authorizing any Person to make a Takeover Proposal. If Without limiting the foregoing, any violation of the restrictions set forth in this Section 5.3 by any of the Company’s or the Company’s Subsidiaries’ Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company, a Company Subsidiary or otherwise, shall be deemed to be a material breach of this Agreement by the Company. (c) Notwithstanding the foregoing, the Company may, prior to the Company Shareholder Approval, in response to a bona fide written unsolicited Takeover Proposal (so long as such Takeover Proposal was received after the date hereof and was not initiated, solicited, encouraged, or knowingly induced or facilitated, directly or indirectly, in violation of this Section 5.3 and the Company, in receiving such Takeover Proposal has otherwise fully complied with the terms of Section 5.3(a) and Section 5.3(d) with respect to such Takeover Proposal), subject to compliance with Section 5.3(e): (1) furnish information with respect to it and the Company Subsidiaries to the Person making such Takeover Proposal and its Representatives pursuant to and in accordance with a confidentiality agreement (a copy of which shall be provided to Parent promptly after its execution) containing confidentiality and other provisions that are substantially similar to the comparable provisions of the Confidentiality Agreement and are no less restrictive than those contained in the Confidentiality Agreement are to Parent, provided that such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 5.3(d) and Section 5.3(e), and provided further that all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person; and (2) participate in discussions or negotiations with such Person or its Representatives regarding such Takeover Proposal; provided, in each case, (A) such Takeover Proposal constitutes a Superior Proposal or (B) that the Company Board reasonably determines (after consultation with the Company’s financial advisors and outside legal counsel), that such Takeover Proposal would reasonably be expected to lead to a Superior Proposal. The Company shall provide to Parent any material nonpublic information regarding the Company provided to the Person making such Takeover Proposal and its Representatives which was not previously provided to Parent, such additional information to be provided promptly (and in any event within twenty-four (24) hours). (d) The Company shall promptly (and in any event within twenty-four (24) hours and prior to providing any such Person with any material non-public information) orally and in writing notify Parent of the receipt of a Takeover Proposal and in any such notice shall identify the name of the Person making such inquiry, proposal or offer and the material terms and conditions of such inquiry, proposal or offer and include copies of all correspondence and written materials provided to the Company or any of its Representatives by such Person making such Takeover Proposal or any of such Person’s Representatives that describe any material terms and conditions of any inquiry, proposal or offer (and any subsequent changes to such terms and conditions) and written summaries of any oral communications addressing such matters. The Company shall (i) promptly keep Parent reasonably informed of the status and details of any such Takeover Proposal, inquiry, proposal or offer (including any changes to the material terms and conditions thereof), and (ii) promptly upon receipt or delivery thereof, provide Parent with copies of all correspondence and written materials that describe any material terms and conditions, including, where applicable, drafts and final versions of agreements (including schedules and exhibits thereto), and any comments thereon, relating to any Takeover Proposal exchanged between the Company or any Company Representative, whether in his on the one hand, and the Person making such Takeover Proposal or her capacity any of its Representatives, on the other hand. (e) Except as such permitted by this Section 5.3(e), neither the Company Board nor any committee thereof shall (i) withdraw (or modify or qualify in any other capacitymanner adverse to Parent or Merger Sub), takes or resolve to or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or otherwise take any action or make any statement in connection with the transactions contemplated by this Agreement that is inconsistent with the Company Recommendation, (ii) adopt, approve, endorse or recommend, or resolve to or publicly propose to adopt, approve, endorse or recommend, any Takeover Proposal (any of the foregoing actions in clauses (i) and (ii), a “Change in Recommendation”) or (iii) adopt, approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend, or allow the Company or any Company Subsidiaries to execute or enter into, any binding or non-binding letter of intent, option, joint venture, partnership or other arrangement or understanding in connection with any Takeover Proposal (other than confidentiality agreements permitted under Section 5.3(c) pursuant to and in accordance with the limitations set forth therein). Notwithstanding the foregoing, the Company Board may prior to the Company Shareholder Approval in response to a Superior Proposal received by the Company after the date of this Agreement and in the absence of any violation of this Section 5.3, make a Change in Recommendation or cause the Company to terminate this Agreement pursuant to Section 7.1(d)(ii) and concurrently with such termination enter into a definitive agreement with respect to such Superior Proposal, subject to satisfaction of its obligations under Section 7.3; provided, however, that the Company is obligated Board shall not be entitled to effect a Change in Recommendation or exercise its right to terminate this Agreement pursuant to Section 7.1(d)(ii) until four (4) full Business Days following delivery of written notice to Parent (a “Section 5.3(e) Notice”) from the Company advising Parent that the Company Board intends to take such action, including a description of the terms and conditions of any Superior Proposal and a copy of the proposed transaction agreement for any such Superior Proposal in the form to be entered into (it being understood and agreed that, in the event of an amendment to the financial terms or other material terms of such Superior Proposal, the Company Board shall not be entitled to exercise such right based on such Superior Proposal, as so amended, until four (4) full Business Days following delivery of written notice to Parent of a Section 5.3(e) Notice with respect to such Superior Proposal as so amended). In determining whether to terminate this Agreement in response to a Superior Proposal or to make a Change in Recommendation, the Company Board shall take into account any proposals made by Parent to amend the terms of this Agreement, shall cause the Company’s financial advisor and legal counsel to negotiate in good faith with Parent regarding any such proposals and shall not make a Change in Recommendation or terminate this Agreement unless, prior to the effectiveness of such Change in Recommendation or termination, the Company Board, after considering the results of any such negotiations and any revised proposals made by Parent, concludes in good faith (after consultation with a financial advisor of nationally recognized reputation) that the Superior Proposal giving rise to the Section 5.3(e) Notice continues to be a Superior Proposal. (f) Nothing contained in this Agreement shall prohibit the Company or the Company Board from disclosing to the Company’s shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that (1) neither the Company Board nor any committee thereof shall take, or agree or resolve to take any action prohibited by Section 5.3(a), Section 5.3(d) or Section 5.3(e), (2) in no event shall this Section 5.3(f) affect the obligations specified in Section 5.3(e) and (3) if such disclosure (other than issuance by the Company of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) does not expressly reaffirm the Company Recommendation, such disclosure shall be deemed a Change of Recommendation. The Company shall provide Parent with a copy of the text of any disclosure proposed to be made pursuant to this Section 6.1 to cause 5.3(f) at the earliest practicable time in advance of such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1disclosure.

No Solicitation. From (a) Subject to Section 6.2(c), at all times during the period commencing on the date of this Agreement and after the Agreement Date continuing until the Closing or earlier to occur of the termination of this Agreement pursuant to Article VIIIIX and the Effective Time, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders willshall, nor will any of them shall they authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectly, indirectly (i) solicit, initiate, seek, entertain, knowingly encourage, facilitateor knowingly facilitate or assist, support any inquiry, proposal or induce offer, or the making, submission or announcement of any inquiry, expression of interest, proposal or offer offer, that constitutes, constitutes or would reasonably be expected to lead to, to an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available furnish to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case in connection with, in response to or with the intent to encourage, facilitate or assist the making, submission or announcement of any Acquisition Proposal, (iii) participate or engage in any discussions or negotiations with any Person with respect to any Acquisition Proposal or potential Acquisition Proposal, (iv) adopt, approve or enter into any merger agreement, purchase agreement, letter of intent, memorandum of understanding or similar Contract with respect to an Acquisition Transaction or (v) resolve or agree to do any of the foregoing. Subject to Section 6.2(c), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and its Subsidiaries shall, and shall cause its and their Representatives to, immediately cease all existing discussions or take negotiations with any Person (other action regardingthan Parent, Merger Sub and their Representatives) conducted prior to the date of this Agreement with respect to any inquiryAcquisition Proposal or potential Acquisition Proposal. Promptly after and within one (1) day of the date of this Agreement, expression the Company will terminate access by any Person (other than Parent, Merger Sub and their Representatives) to any physical or electronic dataroom relating to a potential Acquisition Proposal (or prior discussions in respect of interesta potential Acquisition Proposal) and request that each Person (other than Parent, proposal Merger Sub and their Representatives) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Acquisition Proposal (or offer prior discussions in respect of a potential Acquisition Proposal) promptly return to the Company or destroy all non-public documents and materials containing non-public information of the Company that constituteshas been furnished by the Company or any of its Representatives to such Person pursuant to the terms of such confidentiality agreement. (b) From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, as promptly as practicable, and in any event within twenty-four (24) hours following receipt of an Acquisition Proposal or any inquiries, proposals or offers relating to any Acquisition Proposal or that would reasonably be expected to lead to, to an Acquisition Proposal, (iii) agree tothe Company shall provide Parent with written notice thereof, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any which notice shall indicate the identity of the Person making such Acquisition Proposal, inquiry, proposal or offer, and include the material terms and conditions thereof. Thereafter, the Company shall keep Parent reasonably informed on a prompt and timely basis with respect to the status of or material terms and conditions of any such Acquisition Proposal, inquiry, proposal or offer (ivincluding any amendments or proposed amendments to such material terms). The Company shall promptly (and in any event within twenty-four (24) enter into any letter hours following receipt or delivery thereof) provide Parent with copies of intent all written Acquisition Proposals, and all written inquiries, proposals, offers or any other Contract contemplating or otherwise materials (including proposed agreements and proposed financing documents) relating to any Acquisition Proposal, Proposal or (v) submit any that would reasonably be expected to lead to an Acquisition Proposal to that, in each case, are either received by the vote of any shareholders of Company or any Subsidiary. Each of its Representatives from the Person(s) making any such Acquisition Proposal, inquiry, proposal or offer or any of its Representatives, or are delivered by the Company or any of its Representatives to such Person(s) or any of its or their Representatives. (c) Notwithstanding anything to the contrary set forth in this Agreement, if at any time prior to the Acceptance Time, (i) the Company has received a written, bona fide Acquisition Proposal from any Person after the date of this Agreement that did not result from a material breach of this Section 6.2, and (ii) the Company Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take such action described in clause (A), (B) or (C) below would be inconsistent with its fiduciary duties under applicable Law, then the Company may (A) enter into an Acceptable Confidentiality Agreement with such Person, (B) furnish information with respect to the Company and its Subsidiaries will immediately cease to the Person making such Acquisition Proposal and cause its Representatives (provided that (x) the Company shall substantially contemporaneously provide or make available to be terminated Parent any non-public information concerning the Company or any of its Subsidiaries that is provided to such Person and all existing activities, which was not previously provided or made available to Parent and (y) the Company shall have entered into an Acceptable Confidentiality Agreement with such Person and provided Parent a copy of such Acceptable Confidentiality Agreement) and (C) participate and engage in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal (and waive such Person’s noncompliance with the provisions of any Persons conducted prior “standstill” agreement solely to the extent necessary to permit such discussions or negotiations). Prior to or on concurrently with the Agreement Date Company first taking any of the actions described in clauses (A), (B) or (C) of the immediately preceding sentence with respect to any an Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes provide written notice to Parent of the determination of the Company Board made pursuant to clause (ii) of the immediately preceding sentence. (d) Without limiting the foregoing, the Company agrees that any violation of the restrictions set forth in this Section 6.2 by any Subsidiary of the Company or any of its or their Representatives shall constitute a breach by the Company of this Agreement to have breached this Section 6.16.2.

No Solicitation. From Each of the Company and after Parent agree that, except as expressly permitted by this Section 6.2 from the date of this Agreement Date until to the Closing or Effective Time or, if earlier, the termination of this Agreement pursuant to Article VIIIin accordance with its terms, neither the Company it nor any of its Subsidiaries nor any of the Company Shareholders willshall, nor will any of them authorize or permit any of and each shall cause its respective Subsidiaries and its and their respective officers, directors, affiliatesemployees, shareholders investment bankers, attorneys, accountants and other advisors, agents or employees or any investment bankerrepresentatives (such Persons, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the collectively, “Company Representatives”) not to, directly or indirectly, : (i) solicit, initiate, seek, entertain, encourage, facilitate, support solicit or induce knowingly encourage or facilitate the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an any Company Acquisition Proposal, in the case of the Company, or any Parent Acquisition Proposal, in the case of Parent; (ii) enter into, participate engage in, maintain maintain, continue or continue otherwise participate in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regardingwith, or deliver furnish or otherwise make available to any Person any material non-public information with respect or data to, any Person other than the other Parties, or any of their Affiliates or any of their respective Representatives (a “Third Party”) that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, a Company Acquisition Proposal (in the case of the Company) or a Parent Acquisition Proposal (in the case of Parent), in each case relating to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or as would reasonably be expected to lead to, an a Company Acquisition Proposal or a Parent Acquisition Proposal, respectively; or (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent intent, term sheet, merger agreement, acquisition agreement, option agreement, memorandum of understanding or any other Contract contemplating or otherwise (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.2(b)) relating to any Acquisition Proposalto, or (v) submit any that would reasonably be expected to lead to, a Company Acquisition Proposal to (in the vote case of the Company) or Parent Acquisition Proposal (in the case of Parent) (any shareholders of Company or any Subsidiary. the foregoing, an “Alternative Acquisition Agreement”). (iv) Each of the Company and Parent shall, and shall cause its Subsidiaries will and its and their respective Representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any Persons conducted prior to Third Party or on the Agreement Date its Representatives, with respect to any Company Acquisition Proposal (in the case of the Company) or Parent Acquisition Proposal (in the case of Parent), or any inquiry, proposal or offer that would reasonably be expected to lead to, any Company Acquisition Proposal or Parent Acquisition Proposal. If , as the case may be, and shall promptly request that each Third Party to whom confidential information has been furnished or otherwise made available by or on behalf of such Party or any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that of its Subsidiaries within the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then 12 month period preceding the Company shall be deemed for all purposes date of this Agreement in connection with, or for the purpose of evaluating, a Company Acquisition Proposal or Parent Acquisition Proposal, promptly return or destroy all such confidential information so furnished or otherwise made available. Neither the Company nor Parent shall, and each shall cause its Subsidiaries not to, terminate, waive, amend, release or modify in any respect any standstill or other similar provision of any confidentiality agreement to have breached this Section 6.1which any of them is a party in connection with a Company Acquisition Proposal or Parent Acquisition Proposal, respectively, or other proposal, inquiry or offer that would reasonably be expected to lead to a Company Acquisition Proposal or Parent Acquisition Proposal, and shall use commercially reasonable efforts to enforce the provisions of any such confidentiality agreements, including by seeking injunctions to prevent any known breaches of any such agreements and to enforce specifically the terms and provisions thereof, except in each case if such Party’s board of directors determines in good faith, after consultation with its outside legal counsel, that taking such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law.

No Solicitation. From (a) During the Term, each Shareholder shall not, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIIit shall cause its subsidiaries, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliatesemployees, shareholders or employees or any counsel, investment bankerbankers, attorney or financial advisers, accountants, other advisor or representative retained by any of them representatives and agents (all of collectively, the foregoing collectively being the “Company "Representatives”") not to, directly or indirectly, (i) solicit, initiate, seek, entertain, or encourage, directly or indirectly (including by way of furnishing information), or take any other action to facilitate, support any inquiries or induce the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that which constitutes, or would may reasonably be expected to lead to, an Acquisition any Takeover Proposal, (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, regarding any Takeover Proposal or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating agreement with respect to any Acquisition Takeover Proposal. Upon execution of this Agreement, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company each Shareholder shall, and it shall cause its Subsidiaries will Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal. If of the foregoing. (b) Each Shareholder shall promptly advise Parent orally and in writing of any Company Representativerequest for information, whether in his proposal, discussion, negotiation or her capacity as inquiry received by such or Shareholder after the date of this Agreement, and each Shareholder shall promptly (but in any other capacityevent within one Business Day) communicate to Parent the material terms and conditions of any such proposal, takes discussion, negotiation or inquiry which it may receive (and will promptly provide to Parent copies of any action that written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Notwithstanding any provision of this Section 1.8 to the contrary, if any Shareholder or any of its Representatives is a member of the Board of Directors of the Company is obligated pursuant to this Section 6.1 to cause (the "Board of Directors"), such Company Representative not to take, then member of the Company shall be deemed for all purposes Board of this Agreement to have breached this Section 6.1Directors may take actions in such capacity.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the (a) The Company nor any of its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them shall it authorize or permit any of its Subsidiaries or any of its or their respective officersRepresentatives to (and shall use its reasonable best efforts to cause such Persons not to), directorsdirectly or indirectly (i) initiate, affiliatesinduce, shareholders solicit, knowingly facilitate or employees encourage (including by way of furnishing non-public information) any inquiry or the making, submission or announcement of any proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal, (ii) approve, adopt or recommend, or propose to approve, adopt or recommend, any Takeover Proposal or enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to, or that could reasonably be expected to lead to, any Takeover Proposal, (iii) enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Merger or any investment bankerother transactions contemplated by this Agreement or breach its obligations hereunder, attorney or propose or agree to do any of the foregoing, (iv) fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person or (v) engage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to the Company in connection with or in response to, or otherwise cooperate with or take any other advisor action to facilitate any proposal that (A) constitutes, or could reasonably be expected to lead to, any Takeover Proposal or (B) requires the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement. The Company shall, and shall direct each of its Subsidiaries and each agent or representative retained by of any of them (all of the foregoing collectively being to, immediately cease any discussions, negotiations, or communications with any party with respect to any Takeover Proposal. Notwithstanding the foregoing, prior to the receipt of the Company Stockholder Approval and Minority Approval, the Company may, in response to a bona fide written Takeover Proposal that did not result from a breach of this Section 5.08(a), and subject to compliance with Section 5.08(c): (A) the Company may contact the party that submitted such Takeover Proposal to clarify the terms and conditions thereof; (B) furnish information or data with respect to the Company or any of its Subsidiaries to the Person making such Takeover Proposal and its Representatives pursuant to and in accordance with a confidentiality agreement containing terms and conditions no less restrictive than those contained in the Confidentiality Agreement, provided that (i) such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 5.08(b), and (ii) all such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such Person; and (C) participate in discussions or negotiations with such Person or its Representatives regarding such Takeover Proposal; provided, in the case of clause (B), that the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside legal counsel and financial advisor of nationally recognized reputation, that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal. The Company shall promptly notify Parent (within two Business Days) in writing of any such determination by the Special Committee that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal. The Company shall promptly inform its Representatives of the obligations undertaken in this Section 5.08. Without limiting the foregoing, any violation of the restrictions set forth in this Section 5.08 by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.08 by the Company. (b) As promptly as practicable after the receipt by the Company of any Takeover Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Takeover Proposal, and in any case within two Business Days after the receipt thereof, the Company shall provide oral and written notice to Parent of (i) such Takeover Proposal or inquiry, (ii) the identity of the Person making any such Takeover Proposal or inquiry, and (iii) the material terms (including the price) and conditions of any such Takeover Proposal or inquiry (including any amendments or modifications thereto). The Company shall keep Parent reasonably informed on a current basis of the status of any such Takeover Proposal, including any material changes to the terms and conditions thereof, and promptly (but in any event within two Business Days after the receipt thereof) provide Parent with copies of all written or e-mail correspondence or other communications and other written materials, and summaries of all oral correspondence or other communications, sent or provided to or by the Company and its Representatives in connection with any Takeover Proposal. The Special Committee shall promptly consider in good faith (in consultation with its outside legal counsel and financial advisor of nationally recognized reputation) any proposed alteration of the terms of this Agreement or the Merger proposed by Parent in response to any Takeover Proposal. The Company shall not take any action to exempt any Person from the restrictions on “Company Representatives”business combinations” contained in any applicable Laws or to otherwise cause such restrictions not to apply. (c) toExcept as permitted by this Section 5.08(c) or Section 5.08(d), neither the Board of Directors nor any committee thereof (including the Special Committee) shall, directly or indirectly, (i) soliciteffect a Change in the Company Recommendation or fail to include the Company Board Recommendation in the Proxy Statement, initiate(ii) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, seeklook and listen” communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act or (iii) approve any letter of intent, entertainmemorandum of understanding, encouragemerger agreement or other agreement, facilitate, support arrangement or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutesunderstanding relating to, or would that may reasonably be expected to lead to, an Acquisition any Takeover Proposal, (ii) enter into, participate in, maintain or continue . At any communications (except solely to provide written notice as time prior to the existence Company Stockholder Approval and Minority Approval having been obtained, but not after, the Special Committee may, in response to a Superior Proposal or an Intervening Event, effect a Change in the Company Recommendation, provided that the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside legal counsel, that the failure to do so would constitute a breach of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal its fiduciary duties to the vote of any shareholders of Company or any Subsidiary. Each stockholders of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activitiesunder applicable Law; provided, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representativefurther, whether in his or her capacity as such or in any other capacity, takes any action that the Special Committee may not effect a Change in the Company is obligated Recommendation pursuant to this Section 6.1 5.08(c) unless the Special Committee shall have first provided prior written notice to cause Parent of its intention to make such Company Representative not to take, then Change in the Company Recommendation, at least three (3) Business Days in advance of taking such action, which notice shall include the reasonable details regarding the cause for, and nature of, the Change in the Company Recommendation. (d) Nothing contained in this Section 5.08 shall prohibit the Company, the Board of Directors or the Special Committee from (i) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act in respect of any Takeover Proposal or (ii) making any disclosure to the stockholders of the Company or taking any other action required to comply with applicable Law (including their fiduciary duties thereunder). Any public disclosure by the Company relating to a Takeover Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed for all to be a Change in the Company Recommendation unless the Board of Directors expressly publicly reaffirms its approval or recommendation of this Agreement and the Merger in such disclosure, or in the case of a “stop, look and listen” or similar communication, in a subsequent disclosure on or before the earlier of (i) the last day of the ten (10) business day period under Rule 14d-9(f) under the Exchange Act and (ii) two Business Days before the Company Stockholders Meeting. (e) For purposes of this Agreement to have breached this Section 6.1.Agreement:

No Solicitation. From and after After the Agreement Date until the Closing or termination execution of this Agreement pursuant and prior to Article VIIIthe Effective Time, neither the Company agrees that neither it nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliatesadvisors, shareholders or employees or any agents, accountants, consultants, employees, investment bankerbankers and legal counsel (collectively, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company "Representatives”") to, shall directly or indirectly, : (i) solicit, initiate, seek, entertain, encourage, facilitate, support knowingly facilitate or induce any inquiry with respect to, or the making, submission or announcement of of, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition ProposalProposal (as defined in Section 6.1(g)(i)), (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public nonpublic information with respect to, or take any other action regarding, to facilitate any inquiry, expression inquiries or the making of interest, any proposal that constitutes or offer that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal, (iii) agree toengage in discussions with any Person with respect to any Acquisition Proposal, acceptexcept as to the existence of these provisions, (iv) approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition ProposalProposal (except to the extent specifically permitted pursuant to Section 6.1(e)), or (ivv) enter into any letter of intent or similar document or any other Contract contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiarytransaction contemplated thereby. Each The Company shall immediately terminate, and shall cause each of the Company its Subsidiaries and its Subsidiaries will and their Representatives to immediately cease and cause to be terminated any and terminate, all existing activities, discussions or negotiations negotiations, if any, with any Persons conducted prior third party with respect to, or any that could reasonably be expected to lead to or on contemplate the Agreement Date possibility of, an Acquisition Proposal. The Company shall promptly request that each person which has heretofore executed a confidentiality agreement with the Company or any of its affiliates or Subsidiaries or any of its or their Representatives with respect to any such Person's consideration of a possible Acquisition Proposal. If any Company Representative, whether Proposal to promptly return or destroy (which destruction shall be certified in his or her capacity as writing by such or in any other capacity, takes any action that person to the Company) all confidential information heretofore furnished by the Company is obligated pursuant or any of its affiliates or Subsidiaries or any of its or their Representatives to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes person or any of this Agreement to have breached this Section 6.1its affiliates or Subsidiaries or any of its or their Representatives.

No Solicitation. From (a) Except as set forth in the Merger Agreement, on the date hereof, each Holder shall, and after shall cause its controlled Affiliates to, and shall instruct, and shall use its commercially reasonable efforts to cause, its and its controlled Affiliates’ Representatives acting on its behalf to, cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. (b) Except as set forth in the Agreement Date until Merger Agreement, from the Closing or termination date of this Agreement pursuant until the earlier to Article VIIIoccur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, neither the Company (i) no Holder shall nor any of its Subsidiaries their respective controlled Affiliates shall, nor shall any Holder or any of the Company Shareholders will, nor will any of them their respective controlled Affiliates authorize or knowingly permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives acting at their direction and on their behalf to, directly or indirectly, (iA) solicit, initiate, seek, entertain, encourage, facilitate, support initiate or induce knowingly facilitate or encourage (including by way of furnishing non-public information) the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iiB) enter into, engage in or otherwise participate in, maintain or continue in any communications discussions (except solely to provide written notice as notify a Person that makes any inquiry or offer with respect to an Acquisition Proposal of the existence of these provisionsthis Section 6(b) to clarify whether any such inquiry, offer or proposal constitutes an Acquisition Proposal) or negotiations regarding, or deliver or make available furnish to any other Person any non-public information in connection with respect to, or take any other action regarding, any inquiry, expression for the purpose of interest, proposal knowingly encouraging or offer that constitutes, or would reasonably be expected to lead tofacilitating, an Acquisition ProposalProposal , (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (ivC) enter into any letter of intent intent, acquisition agreement, agreement in principle or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date similar agreement with respect to an Acquisition Proposal or (D) waive or release any Person from, fail to use reasonable best efforts to enforce any standstill agreement or any standstill provisions of any Contract entered into in respect of a potential Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

No Solicitation. From and after (a) During the Agreement Date until the Pre-Closing or termination of this Agreement pursuant to Article VIIIPeriod, neither the Company nor any of shall not, directly or indirectly, and shall cause the other Acquired Companies, its Subsidiaries nor any Representatives and the Representatives of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Acquired Companies not to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitateinduce or facilitate any inquiries regarding, support or induce the making, submission submission, reaffirmation or announcement of any inquiry, expression of interest, proposal Acquisition Proposal or offer take any action that constitutes, or would could reasonably be expected to lead to, to an Acquisition Proposal, (ii) enter intofurnish any nonpublic information regarding any of the Acquired Companies, participate in, maintain or continue provide any communications (except solely to provide written notice as access to the existence books, records or personnel of these provisions) or negotiations regardingany of the Acquired Companies, or deliver or make available to any Person any non-public information in connection with respect to, or take any other action regarding, any inquiry, expression in response to an Acquisition Proposal or an inquiry or indication of interest, proposal or offer interest that constitutes, or would could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in, continue or otherwise participate in any discussions or negotiations with any Person in respect of, or otherwise cooperate with respect to, any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent, arrangement, understanding, agreement, agreement in principle or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.3(a) by any Representative of any of the Acquired Companies, whether or not such Person is purporting to act on behalf of any of the Acquired Companies or otherwise, shall be deemed to be a breach of this Section 6.3(a) by the Company. Notwithstanding the foregoing, from the date hereof and prior to the adoption of this Agreement by the Required Company Shareholder Vote, nothing in this Agreement (including this Section 6.3(a)) shall, subject to Section 6.3(b), prohibit the Company from furnishing nonpublic information regarding the Acquired Companies to, or entering into or conducting discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal that is submitted to the Company by such Person during such period (and not withdrawn) which is reasonably likely to result in a Superior Proposal if (A) neither the Company nor any Representative of any of the Acquired Companies shall have breached or violated this Section 6.3(a) in any respect that results in such Acquisition Proposal, (B) the Company Board or its Special Committee concludes in good faith, after consultation with the Company’s or the Special Committee’s outside legal counsel, that failure to take such action would be inconsistent with the fiduciary obligations of the Company Board to the Company’s shareholders under applicable Legal Requirements, (C) the Company Board or its Special Committee concludes in good faith, after consultation with its legal counsel and an independent financial advisor of nationally recognized reputation, that such Acquisition Proposal is reasonably likely to lead to a Superior Proposal and (D) prior to furnishing any such nonpublic information to such Person, the Company receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of the Company and customary “standstill” provisions. As promptly as reasonably practicable following the furnishing of nonpublic information pursuant to this Section 6.3(a), the Company shall provide to Parent any nonpublic information concerning any of the Acquired Companies that is furnished to any third Person or its Representatives which was not previously provided to Parent. (b) From and after the execution of this Agreement, except to the extent that doing so would result in a breach of its fiduciary duties, each of the Company Parties shall promptly, and in any event within forty-eight (48) hours following the initial receipt by any Acquired Company of any Acquisition Proposal, any indication by any Person considering making an Acquisition Proposal, any request for information relating to any of the Acquired Companies (other than requests for information in the ordinary course of business and unrelated to an Acquisition Proposal) or any inquiry or request for discussions or negotiations regarding any Acquisition Proposal which any of the Acquired Companies or any of their respective Representatives may receive after the date hereof, advise Parent orally and in writing of (i) the receipt, directly or indirectly, of any such inquiries, negotiations or proposals relating to any Acquisition Proposal by the Company, (ii) the material terms and conditions of such Acquisition Proposal, indication, inquiry or request, together with a copy thereof (if available) or if not in writing, a written description thereof, (iii) the identity of the Person making such Acquisition Proposal and (iv) the Company’s intention to furnish information to, or enter into discussions or negotiations with, such Person. The Company shall keep Parent reasonably informed on a prompt basis as to any material developments regarding any such Acquisition Proposal, indication, inquiry or request. None of the Acquired Companies shall, after the date hereof, enter into any confidentiality agreement that would prohibit them from providing such information to Parent. (c) The Company Board and the Special Committee may not (i) withdraw, qualify or modify, in a manner adverse to the Buyer Parties, or fail to make, the Company Board Recommendation, (ii) approve, authorize or recommend, or propose publicly or approve, authorize or recommend, an Acquisition Proposal, (iii) agree to, accept, approve, endorse authorize or recommend permit the Company to enter into any agreement (an “Acquisition Agreement”) contemplating an Acquisition Proposal or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into permit the Acquired Companies to take any letter of intent action to exempt or make not subject to any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other anti-takeover Legal Requirements or any other Contract contemplating “excess share” or otherwise relating to any Acquisition Proposal, or similar ownership limitation provisions (vincluding the Ownership Limitation) submit any Acquisition Proposal applicable to the vote of Company, any shareholders of Company Person (other than the Buyer Parties and their respective Affiliates) or any Subsidiaryaction taken by any such Person, which Person or action would have otherwise have been subject to the restrictive provisions thereof and/or not exempt therefrom. Each Notwithstanding anything to the contrary herein, at any time prior to the earlier of the Required Company Stockholder Vote and the termination of this Agreement pursuant to Article XI, the Company Board or its Special Committee may take one or more of the actions described in the preceding clauses (i) – (iv) in response to a Superior Proposal if the Company Board or its Special Committee concludes in good faith, after consultation with the Company’s (or the Special Committee’s, as applicable) outside legal counsel, that failure to take such action would be inconsistent with the fiduciary obligations of the Company Board to the Company’s shareholders under applicable Legal Requirements, but only after following the Superior Proposal Termination Procedures. (d) Until the earlier of the Merger Effective Time and its Subsidiaries will the termination of this Agreement pursuant to Article XI, the Company shall immediately (i) cease and cause to be terminated any and all existing activitiessolicitation, discussions discussion, negotiation or negotiations with other action conducted by any Persons conducted prior to of the Acquired Companies or on the Agreement Date any of their respective Representatives with respect to any Acquisition Proposal. If Proposal effective as of the date hereof, (ii) request that all confidential information previously furnished to any third party be returned promptly and (iii) deny access to any data room containing any such information to any third party (other than the Buyer Parties and their respective Representatives), in each case, subject to the Company’s rights and obligations in Section 6.3(a). (e) The Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative agrees not to takerelease or permit the release of any Person from, then or to waive or permit the Company shall waiver of any provision of, any confidentiality, “standstill” or similar agreement to which any of the Acquired Companies is a party, and will use its reasonable best efforts to enforce or cause to be deemed for all purposes enforced each such agreement at the request of this Agreement to have breached this Section 6.1Parent.

No Solicitation. From and after the Agreement Date until the Closing or termination (a) Except as set forth in this Section 4.3, upon execution of this Agreement pursuant the Shareholder hereby agrees that it shall, and shall direct its Representatives, immediately to Article VIIIcease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. During the term of this Agreement and except as permitted by Section 4.3(b), neither the Company nor Shareholder agrees that it shall not, and it shall not permit or authorize any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, to (i) solicit, initiate, seekendorse, entertain, encourage, facilitate, support encourage or induce the making, submission or announcement of facilitate any inquiry, expression of interestproposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that constitutes, or would is reasonably be expected likely to lead to, an to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person (other than Parent, Merger Sub or any non-public of their Affiliates or designees) any information or data with respect to, or take otherwise cooperate in any other action regardingway with, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse cause or recommend (permit the Company or publicly propose or announce any intention or desire of its Subsidiaries to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or any other similar Contract contemplating constituting or otherwise relating to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal, or that requires the Company to abandon or terminate the Merger Agreement, (iv) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Company Shares in connection with any vote or other action on any of the Section 2.1(a) Matters, other than to recommend that the shareholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or otherwise to vote or consent with respect to Covered Shares in a manner that would not violate Section 2.1, or (v) submit agree to do any Acquisition Proposal of the foregoing. (b) Notwithstanding anything to the vote of any shareholders of contrary in this Agreement, solely to the extent the Company or any Subsidiary. Each is permitted to take the actions set forth in Section 5.2(a) of the Company Merger Agreement with respect to an Acquisition Proposal, the Shareholder and its Subsidiaries Representatives will immediately cease and cause be free to be terminated participate in any and all existing activities, discussions or negotiations regarding such Acquisition Proposal with any Persons conducted prior to or on the Agreement Date with respect to any Person making such Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action provided that (i) the Company is obligated pursuant to this Section 6.1 to cause such Company Representative Shareholder has not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.14.3 and (ii) such action by the Shareholder and its Representatives would be permitted to be taken by the Company pursuant to Section 5.2(a) of the Merger Agreement. (c) For the avoidance of doubt, nothing in this Section 4.3 shall affect in any way the obligations of any Person (including the Company) under Section 5.2 of the Merger Agreement.

No Solicitation. From (a) Except as expressly permitted by this Section 6.3, from and after the Agreement Date date hereof until the Closing or Effective Time, or, if earlier, the termination of this Agreement pursuant in accordance with Article 8, the Company shall not, and shall cause its Affiliates and its and their respective Representatives not to, on behalf of the Company, directly or indirectly initiate, solicit, facilitate or knowingly encourage any Acquisition Proposal or the making or submission thereof or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal. The Company shall, and shall cause its Affiliates to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussion or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Acquisition Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Affiliates to return or destroy (and confirm destruction of) all such information. Except as expressly permitted by this Section 6.3, from and after the date hereof until the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article VIII8, neither the Company Board nor any committee thereof shall (i) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal, (ii) withdraw, change, qualify, withhold or modify, or publicly propose to withdraw, change, qualify, withhold or modify, in a manner adverse to the Acquirors or Merger Sub, the Company Board Recommendation, (iii) approve, authorize, cause or permit the Company or any of its Subsidiaries nor to enter into any merger agreement, acquisition agreement, letter of intent, memorandum of understanding or other similar agreement relating to any Acquisition Proposal (a “Company Acquisition Agreement”), or (iv) resolve or agree to do any of the Company Shareholders will, nor will foregoing (any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of action set forth in the foregoing collectively being the “Company Representatives”) to, directly or indirectly, clauses (i) solicitthrough (iv) of this sentence, initiatea “Change of Board Recommendation”). (b) Notwithstanding anything to the contrary contained in Section 6.3(a), seekif at any time following the date hereof and prior to 6:00 p.m., entertainNew York City time, encourageon the Stockholder Consent Delivery Date (i) the Company has received a bona fide written Acquisition Proposal from a Third Party that is not solicited in violation of Section 6.3(a) and the Company, facilitateits Affiliates and its and their Representatives are not in willful and material breach of this Section 6.3 with respect to such Third Party and (ii) the Company Board (or a duly authorized committee thereof) determines in good faith, support based on information then available and after consultation with outside counsel and based on financial analyses reasonably believed to be reasonable by the Company Board, that such Acquisition Proposal constitutes, or induce may result in, a Superior Proposal, then the makingCompany may (x) furnish information with respect to the Company and its Subsidiaries to the Third Party making such Acquisition Proposal, submission its Representatives and potential sources of financing pursuant to (but only pursuant to) one or announcement more Acceptable Confidentiality Agreements, provided that the Company shall as soon as reasonably practicable but no later than the time period for notice provided in Section 6.3(c) below, provide the Acquirors any non-public information concerning the Company or any of its Subsidiaries that is provided to such person or its Representatives unless such information has been previously provided or made available to the Acquirors and (y) participate in discussions or negotiations with the Third Party making such Acquisition Proposal regarding such Acquisition Proposal. (c) The Company shall promptly (and in any event within 48 hours) notify the Acquirors in writing of the receipt of any inquiryAcquisition Proposal, expression any request for non-public information relating to the Company or any of interestits Subsidiaries made in connection with an Acquisition Proposal or request for access to the business, proposal properties, assets, books or offer records of the Company or any of its Subsidiaries made in connection with an Acquisition Proposal, which notice shall identify the Third Party making such Acquisition Proposal and include a copy of such Acquisition Proposal (or, where such Acquisition Proposal was not submitted in writing, a reasonably detailed written description of such Acquisition Proposal including its material terms and conditions), and whether the Company has furnished non-public information to, or entered into negotiations or discussions with, such Third Party. Without limiting the foregoing, the Company shall keep the Acquirors promptly informed (and in any event within 48 hours) in all material respects of the status of, and any material communications relating to, such Acquisition Proposal (including any change in the price or other material terms thereof). The Company agrees that it and its Subsidiaries will not take any action that would prohibit the Company or any of its Subsidiaries from complying with their respective obligations under this Section 6.3. (d) Notwithstanding anything to the contrary contained in Section 6.3(a), if (i) the Company has received a bona fide written Acquisition Proposal from a Third Party that is not solicited in violation of Section 6.3(a), (ii) the Company, its Affiliates and its and their Representatives are not in willful and material breach of this Section 6.3 with respect to such Third Party, and (iii) the Company Board (or any duly authorized committee thereof) determines in good faith after consultation with outside legal counsel and based on financial analyses reasonably believed to be reasonable by the Company Board, that such Acquisition Proposal constitutes, or would reasonably be expected to lead toresult in, an a Superior Proposal, the Company Board may at any time prior to 6:00 p.m., New York City time, on the Stockholder Consent Delivery Date, effect a Change of Board Recommendation with respect to such Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as subject to the existence requirements of these provisions) or negotiations regarding, or deliver or make available this Section 6.3(d). The Company shall not be entitled to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression effect a Change of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated Board Recommendation pursuant to this Section 6.1 6.3(d) unless: (i) the Company shall have provided to the Acquirors at least three (3) Business Days’ prior written notice (such period and any period commenced by a new written notice delivered pursuant to the last sentence of Section 6.3(d)(iii), the “Notice Period”) of the Company’s intention to take such actions, which notice shall specify the basis for such Change of Board Recommendation, the identity of the Third Party making such Superior Proposal, the material terms and conditions of such Superior Proposal, and shall include a copy of the applicable Company Acquisition Agreement and any other material documents with respect thereto; (ii) during the Notice Period, if requested by the Acquirors, the Company shall have, and shall have caused its Representatives to have, engaged in good faith negotiations with the Acquirors and their Representatives regarding any amendments or modifications to this Agreement and/or the Real Estate Purchase Agreement proposed by the Acquirors and intended to cause the relevant Acquisition Proposal to no longer constitute a Superior Proposal; and (iii) at the end of such Notice Period, the Company Representative not Board shall have considered in good faith any proposed amendments or modifications to takethis Agreement and/or the Real Estate Purchase Agreement, including a change to the price terms hereof and thereof and the other agreements contemplated hereby that may be offered by the Acquirors (the “Proposed Changed Terms”) no later than 6:00 p.m., New York City time, on the last day of the Notice Period and shall have determined in good faith after consultation with outside legal counsel that the Superior Proposal would continue to constitute, or result in, a Superior Proposal if such Proposed Changed Terms were to be given effect. In the event of any change to the price terms or any other material revision or amendment to the terms of such Superior Proposal, then the Company shall be deemed for all purposes required to deliver a new written notice to the Acquirors and to again comply with the requirements of this Agreement Section 6.3(d) (which shall apply mutatis mutandis) with respect to have breached such new written notice. (e) Nothing contained in this Section 6.16.3 shall prohibit the Company Board from (i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 and Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (ii) making any disclosure to the stockholders of the Company if the Company Board (or any duly authorized committee thereof) determines in good faith after consultation with outside legal counsel that the failure to make such disclosure would reasonably be expected to breach its fiduciary duties or violate applicable Law; or (iii) issuing a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that that in each case of (i), (ii) and (iii), the Company Board does not include any statement that itself would be a Change of Board Recommendation. (f) The Company acknowledges and agrees that any violation of the restrictions set forth in this Section 6.3 by any of Affiliates or its their Representatives acting on behalf of the Company or its Affiliates shall be deemed to be a breach of this Section 6.3 by the Company.

No Solicitation. From (a) Immediately upon execution of this Agreement, the Company shall (and shall cause its officers, directors, employees, investment bankers, attorneys and other agents or representatives to) cease all discussions, negotiations, responses to inquiries (except as set forth in the proviso to this sentence) and other communications relating to any potential business combination with all third parties who, prior to the date hereof, may have expressed or otherwise indicated any interest in pursuing an Acquisition Proposal (as hereinafter defined) with the Company; provided that, this Section 5.5(a) shall not prohibit activities permitted by Section 5.5(b) in response to an inquiry initiated after the Agreement Date until the Closing or date hereof. (b) Prior to termination of this Agreement pursuant to Article VIIIVII hereof, neither the Company and its Subsidiaries shall not, nor shall the Company authorize or permit any officers, directors or employees of, or any investment bankers, attorneys or other agents or representatives retained by or acting on behalf of, the Company or any of its Subsidiaries nor to, (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal that constitutes an Acquisition Proposal, (ii) engage or participate in negotiations or discussions with, or furnish any information or data to, or take any other action to, facilitate any inquiries or making any proposal by, any third party relating to an Acquisition Proposal, (iii) enter into any agreement with respect to any Acquisition Proposal or approve an Acquisition Proposal, or (iv) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Proposal Without limiting the foregoing, the Company understands and agrees that any violation of the restrictions set forth in this Section 5.5(b) by the Company or any of its Subsidiaries, or by any director or officer of the Company Shareholders will, nor will or any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees its Subsidiaries or any investment bankerfinancial advisor, attorney or other advisor or representative retained by of the Company or any of them (all its Subsidiaries, whether or not such person is purporting to act on behalf of the foregoing collectively being the “Company Representatives”or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 5.5(b) to, directly or indirectly, sufficient to enable Parent to terminate this Agreement pursuant to Section 7.1(d)(i) hereof. (ic) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as In addition to the existence of these provisions) or negotiations regardingforegoing, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) the Company shall not enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any agreement concerning an Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company unless and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of until this Agreement to have breached this Section 6.1is terminated.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”a) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the The Company and its Subsidiaries will shall immediately cease cease, and cause shall direct the Company Representatives to be terminated immediately cease, any and all existing activities, discussions or negotiations with any Persons (other than the parties hereto) conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal. If , and shall promptly request that any such Person promptly return or destroy all confidential information concerning the Company Representativeand its Subsidiaries furnished in connection with such discussions or negotiations. (b) Subject to Section 7.1(c) and Section 7.2, whether at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall not and shall cause its Subsidiaries not to, and shall direct any of their respective directors, officers or other employees, controlled affiliates, or any investment banker, attorney or other advisors or representatives retained by any of them (collectively, the “Company Representatives”) not to directly or indirectly, (i) solicit, initiate, knowingly encourage or assist, or knowingly facilitate or induce the making, submission or announcement of, an Acquisition Proposal or Acquisition Transaction, (ii) participate or engage in his discussions or her capacity as such negotiations with any Person (other than Parent or in Merger Sub or any designees of Parent or Merger Sub) regarding an Acquisition Proposal or Acquisition Transaction, or furnish to any Person (other than Parent or Merger Sub or any designees of Parent or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford any Person access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, or knowingly take any other capacityaction with the intent to encourage, takes assist or facilitate an Acquisition Proposal or any action inquiries or the making of a proposal that would reasonably be expected to lead to an Acquisition Proposal, (iii) terminate, amend, waive or fail to enforce any rights under any “standstill” or other similar agreement between the Company or any of its Subsidiaries and any Person (other than Parent), (iv) enter into any letter of intent, memorandum of understanding, definitive agreement or similar document or Contract relating to any Acquisition Proposal or Acquisition Transaction (other than any confidentiality agreement entered into in accordance with Section 7.1(c) or any definitive agreement with respect to a Superior Proposal entered into in accordance with Section 7.2(c)), (v) waive the applicability of all or any portion of Section 203 of the DGCL in respect of any Person (other than Parent and its Affiliates) in relation to any Acquisition Proposal or Acquisition Transaction (other than in connection with any definitive agreement with respect to a Superior Proposal entered into in accordance with Section 7.2(c)), or (vi) agree to do any of the foregoing. (c) Notwithstanding anything to the contrary set forth in Sections 7.1(a) and 7.1(b), prior to the Acceptance Time, the Company Board may, directly or indirectly through advisors, agents or other intermediaries, subject to the Company’s compliance with the provisions of this Section 7.1(c), (i) engage or participate in discussions or negotiations with any Person that has made (and not withdrawn) a bona fide, written Acquisition Proposal that the Company is obligated Board concludes in good faith (after consultation with its independent financial advisor and its outside legal counsel) constitutes or would reasonably be expected to lead to a Superior Proposal and (ii) furnish to any Person that has made (and not withdrawn) a bona fide, written Acquisition Proposal that the Company Board concludes in good faith (after consultation with its independent financial advisor and its outside legal counsel) constitutes or would reasonably be expected to lead to a Superior Proposal any non-public information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement the terms of which are no less favorable to the Company than those contained in the Confidentiality Agreement (which confidentiality agreement shall not include any provisions that would prevent or restrict the Company or the Company Representatives from providing any information to Parent to which Parent would be entitled under any provision of this Agreement); provided, however, that in the case of any action taken pursuant to the foregoing clauses (i) or (ii), (1) none of the Company or any of its Subsidiaries shall have breached the terms of this Section 6.1 7.1 or Section 7.2 with respect to cause such Acquisition Proposal, (2) the Company Board has determined in good faith (after consultation with outside legal counsel) that such action is required in order to comply with its fiduciary duties to the Company Stockholders under Delaware Law, (3) at least 48 hours prior to taking any of the actions set forth in clauses (i) or (ii), the Company gives Parent written notice containing the information set forth in Section 7.1(d), and of the Company’s intention to take such actions and (4) contemporaneously with furnishing any non-public information to such Person, the Company furnishes such non-public information to Parent (to the extent such information has not been previously furnished by the Company to Parent). Without limiting the generality of the foregoing, Parent, Merger Sub and the Company acknowledge and hereby agree that any breach of the restrictions set forth in this Section 7.1 by any Company Representative not shall constitute a breach of this Section 7.1 by the Company. Notwithstanding anything to takethe contrary set forth in Section 7.1(b), then the Company Board may terminate, amend, waive or fail to enforce any rights under any “standstill” or other similar agreement between the Company or any of its Subsidiaries and any Person if, after consultation with its outside legal counsel, the Company Board determines that the failure to so terminate, amend, waive or fail to enforce such rights would reasonably be expected to result in a breach of the Company Board’s fiduciary duties to the Company Stockholders under Delaware Law. (d) In addition to the obligations of the Company set forth in Section 7.1(c), the Company shall promptly, and in all cases within 24 hours of its receipt, advise Parent orally and in writing of (i) any Acquisition Proposal, (ii) any request for information that would reasonably be deemed for expected to lead to an Acquisition Proposal or Acquisition Transaction or (iii) any inquiry with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal or Acquisition Transaction, in each case, including the terms and conditions of such Acquisition Proposal or Acquisition Transaction, request or inquiry (unless such Acquisition Proposal is in written form, in which case the Company shall give Parent a copy thereof), and the identity of the Person or group making any such Acquisition Proposal, request or inquiry. The Company shall keep Parent promptly and reasonably informed of the status, details, terms and conditions (including all purposes material amendments or proposed amendments) of this Agreement to have breached this Section 6.1any such Acquisition Proposal, request or inquiry.

No Solicitation. From and after the Agreement Date (a) Subject to Section 5.2(b), until the Closing or termination earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Article VIIISection 7.1, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them shall it authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectlyindirectly through another Person, except as otherwise provided below: (i) solicit, initiate, seek, entertain, or take any action outside the ordinary course of business to encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutesinduce, or that would reasonably be expected to lead to, an Acquisition Proposalthe making, (ii) enter into, participate in, maintain submission or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regardingannouncement of, any inquiry, expression of interest, proposal or offer inquiry that constitutes, or would is reasonably be expected likely to lead to, an Acquisition Proposal; (ii) other than informing Persons of the provisions contained in this Section 5.2, enter into, continue or participate in any discussions or any negotiations regarding any Acquisition Proposal or otherwise take any action outside the ordinary course of business to encourage, facilitate, or induce any effort or attempt to make or implement an Acquisition Proposal; (iii) agree to, accept, furnish any non-public information regarding the Company to any Person in connection with or in response to or which would reasonably be expected to lead to an Acquisition Proposal; (iv) approve, endorse or recommend (an Acquisition Proposal or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent intent, memorandum of understanding or any other Contract contemplating an Acquisition Proposal or otherwise relating requiring the Company to any Acquisition Proposal, abandon or terminate its obligations under this Agreement; or (v) submit resolve or agree to do any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the foregoing. The Company shall, and shall cause its Subsidiaries and its Subsidiaries will and their respective Representatives to, (x) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons Person previously conducted prior to or on the Agreement Date with respect to any Acquisition Proposal, and (y) promptly request the parties to any confidentiality or similar agreement relating to an Acquisition Proposal to promptly return or destroy any confidential information previously furnished or made available by the Company or its Representatives thereunder. If Any action by a Subsidiary or Representative of the Company that would, if taken by the Company, be a violation of the restrictions of this Section 5.2 shall be deemed a breach of this Section 5.2 by the Company. (b) Notwithstanding anything in this Section 5.2 to the contrary, at any time prior to the time the Required Stockholder Vote is obtained, in response to an unsolicited bona fide written Acquisition Proposal that is presented to the Company Representative, whether in his or her capacity as such or in any other capacity, takes any action (and not withdrawn) that the Company Board determines in good faith constitutes, or is obligated reasonably likely to result in, a Superior Proposal (after consultation with its outside legal counsel and its financial advisor (who shall be either Covert & Co. or a nationally recognized financial advisor)), the Company may, upon a good faith determination by the Company Board (after receiving the advice of its outside legal counsel) that failure to take such action would be inconsistent with the Company Board's fiduciary duties to the Company's stockholders under applicable Law: (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and such Person's Representatives); and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal (the taking of any action addressed in (A) or (B), a "Superior Proposal Response"), provided, however, that prior to a Superior Proposal Response (x) the Company and such Person enter into a confidentiality agreement on terms no less favorable to the Company than the Confidentiality Agreement (including, without limitation, any "standstill" and non-solicitation provisions, in each case, no less favorable to the Company than those contained in the Confidentiality Agreement) and provide a copy to Parent thereof; and (y) such information shall have been provided to Parent in writing. (c) The Company shall promptly advise Parent in writing, in no event later than forty-eight (48) hours after receipt of any Acquisition Proposal of the Company's intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person, and shall, in any such notice to Parent, indicate the identity of the Person making such Acquisition Proposal and the material terms and conditions of any proposal or offer or the nature of any inquiries or contacts, and thereafter, shall promptly keep Parent informed, on a current basis, of all material developments affecting the status and the material terms of any such Acquisition Proposal, including the material terms and conditions of the Acquisition Proposal and any material changes thereto and of the status of any such discussions or negotiations. (d) The Company Board shall not: (i) fail to make the Company Board Recommendation to the Company's stockholders; (ii) withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation; (iii) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal; or (iv) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (i) through (iv) being referred to as a "Change in Company Board Recommendation"). Notwithstanding the foregoing, the Company Board may, at any time prior to the time the Required Stockholder Vote is obtained, take any of the actions set forth in Sections 5.2(d)(i)-(iii) below; provided, however, that prior to taking any such action, the Company complies with Section 5.2(e) of this Agreement. (i) effect a Change in Company Board Recommendation in response to an Acquisition Proposal if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law and the Company Board concludes in good faith, after consultation with the Company's financial advisor (who shall be either Covert & Co. or a nationally recognized financial advisor), that the Acquisition Proposal constitutes a Superior Proposal; (ii) effect a Change in Company Board Recommendation in response to an Intervening Event if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law; (iii) terminate this Agreement pursuant to this Section 6.1 7.1(h) and enter into a Company Acquisition Agreement, but only if the Company receives an Acquisition Proposal that the Company Board concludes in good faith, after consultation with the Company's financial advisor, constitutes a Superior Proposal and the Company Board concludes in good faith, after consultation with outside counsel, that the failure to cause enter into such Company Representative not definitive agreement would be inconsistent with its fiduciary duties to takethe Company's stockholders under applicable Law. (e) Notwithstanding anything to the contrary set forth in Section 5.2(d), then the Company shall not be entitled to: (i) make a Change in Company Board Recommendation pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii); or (ii) terminate this Agreement and enter into any Company Acquisition Agreement pursuant to Section 5.2(d)(iii), unless: (A) the Company shall have first provided prior written notice to Parent that it intends to (x) make a Change in Company Board Recommendation (a "Recommendation Change Notice"), or (y) terminate this Agreement pursuant to Section 7.1(h) in response to a Superior Proposal (a "Superior Proposal Notice"), which notice shall, if the basis for the proposed action by the Company Board is an Intervening Event, contain a description of the events, facts and circumstances giving rise to such proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, contain a description of the material terms and conditions of such Superior Proposal, including a copy of the Company Acquisition Agreement in the form to be entered into (it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed for all purposes to be a Change in Company Board Recommendation); and (B) Parent does not make, within five (5) days after the receipt of such notice, a proposal that would, in the good-faith judgment of the Company Board (after (a) negotiating in good faith with Parent to amend the terms of this Agreement and (b) consultation with outside counsel and, in the case of a Superior Proposal, the Company's financial advisor, who shall be either Covert & Co. or a nationally recognized financial advisor), cause such events, facts and circumstances to have breached no longer form the basis for the Company Board to effect a Change in Company Board Recommendation or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as the case may be. Any material changes with respect to such events, facts or circumstances mentioned above, or material changes to the financial terms of such Superior Proposal, as the case may be, occurring prior to the Company's effecting a Change in Company Board Recommendation or terminating this Agreement pursuant to Section 7.1(h) shall require the Company to provide to Parent a new Recommendation Change Notice or Superior Proposal Notice and a new five (5) day period. (f) Nothing contained in this Section 6.15.2 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the Company's stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (ii) making any disclosure to the Company's stockholders if, in the good-faith judgment of the Company Board, after consultation with outside counsel, failure to so disclose would be inconsistent with its fiduciary duties under applicable Law; provided, however, that this Section 5.2(f) shall not be deemed to permit the Company Board to effect a Change in Company Board Recommendation, except to the extent permitted by Section 5.2(e).

No Solicitation. From (a) The Company and after its Subsidiaries shall immediately cease any and all existing activities, discussions or negotiations with any Persons (other than Parent and Acquisition Sub) conducted heretofore with respect to any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal. (b) Subject to Section 6.2(c), at all times during the period commencing with the execution and delivery of this Agreement Date and continuing until the Closing or earlier to occur of the termination of this Agreement pursuant to Article VIIIIX and the Effective Time, neither the Company nor any of and its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them shall they authorize or knowingly permit any of their respective officers, directors, affiliatesofficers or other employees, shareholders or employees controlled Affiliates, or any investment banker, attorney or other advisor authorized agent or representative retained by any of them (all of the foregoing collectively being the collectively, “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seekor induce an inquiry with respect to, entertainthe making, submission or announcement of, or knowingly encourage, facilitateor knowingly facilitate or assist, support any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutesof, or would the intent to encourage, facilitate or assist, any proposal that constitutes or may reasonably be expected to lead toto an Acquisition Proposal or any inquiries or the making of such proposal, (iii) participate or engage in discussions or negotiations with any Person, or take any action, with respect to any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal, (iiiv) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition ProposalProposal (except to the extent specifically permitted pursuant to Section 7.5(b)), (iv) enter into any letter of intent or similar document, or any other Contract or commitment contemplating or otherwise relating to an Acquisition Transaction or transaction contemplated thereby (other than an Acceptable Confidentiality Agreement). The Company agrees that it shall, as soon as practicable following the date hereof but in any event within two (2) Business Days, request of each Person that has heretofore executed a confidentiality agreement in connection with its consideration of a transaction with the Company to return all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries, or Representatives. (c) As promptly as practicable, and in any event within forty-eight (48) hours, following receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Company reasonably believes would lead to an Acquisition Proposal or for a waiver or release under any standstill or similar agreement, the Company shall provide Parent with oral and written notice of (i) the material terms and conditions of such Acquisition Proposal, request or inquiry, (ii) the identity of the Person or group (as defined under Section 13(d) of the Exchange Act) making such Acquisition Proposal, request or inquiry and (iii) a copy of all written proposals provided by such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall provide Parent as promptly as practicable, and in any event within forty eight (48) hours, oral and written notice setting forth all information as is reasonably necessary to keep Parent informed in all material respects, on a current basis, of the status and details (including any material change, whether written or oral, to the terms and conditions) of any such Acquisition Proposal, request or inquiry, including by providing a copy of all written proposals relating to any Acquisition Proposal, request or inquiry. The Company shall provide Parent with forty eight (v48) submit any Acquisition Proposal hours prior notice (or such lesser prior notice as is provided to the vote of any shareholders of Company or any Subsidiary. Each members of the Company and its Subsidiaries will immediately cease and cause Board) of any meeting of the Company Board at which the Company Board is reasonably expected to be terminated consider or discuss any and all existing activitiesAcquisition Proposal. (d) Notwithstanding anything to the contrary set forth in this Section 6.2 or elsewhere in this Agreement, prior to the Acceptance Time, the Company may request clarifications from, participate in discussions or negotiations with or furnish information to, any Persons conducted prior Person or group (as defined under Section 13(d) of the Exchange Act) that makes an unsolicited, bona fide written Acquisition Proposal if (A) such action is taken subject to or on an Acceptable Confidentiality Agreement, and (B) the Agreement Date Company Board reasonably determines in good faith by majority vote, after consultation with respect outside legal counsel, that the failure to any Acquisition Proposal. If any Company Representativetake such actions would reasonably be expected to constitute a breach of its fiduciary duties under applicable Law; provided, whether in his or her capacity as such or in any other capacityhowever, takes any action that the Company is obligated pursuant to may not provide any information to, request clarifications from or participate in discussions or negotiations with the Person or group (as defined under Section 13(d) of the Exchange Act) making an Acquisition Proposal under this Section 6.1 6.2(d) until two (2) Business Days after the Company has first notified Parent of such Acquisition Proposal as required by Section 6.2(c)(i), provided that the foregoing obligation to cause provide such Company Representative notice shall only apply to the first Acquisition Proposal made by such Person or group, but not to takeany subsequent Acquisition Proposal by such Person or group. The Company shall, then concurrently with providing any non-public information of the Company to any person who has made an Acquisition Proposal, provide such information to Parent (including by posting such information to an electronic data room) to the extent such information has not previously been provided to Parent. (e) Without limiting the foregoing, the Company agrees that any violation of the restrictions set forth in this Section 6.2 by any director, officer, financial advisor or outside counsel of the Company (other than any such Person who is an Affiliate or employee of Parent), whether or not such Person is purporting to act on behalf of the Company or its Affiliates, shall constitute a breach by the Company of this Section 6.2. Subject to Section 6.1(b)(xv), the Company shall be deemed for all purposes enforce, to the fullest extent permitted under applicable Law, the provisions of this Agreement any standstill, confidentiality or similar agreement entered into by it or any of its Subsidiaries or their respective Affiliates or Representatives, including, without limitation, where necessary, obtaining injunctions to have breached this Section 6.1prevent breaches of such agreements and to enforce specifically the terms and provisions thereon in any court having jurisdiction.

No Solicitation. (a) The Company shall, and shall cause the Company Subsidiaries and the Company’s Representatives to, immediately cease and terminate, or cause to be terminated, any and all discussions, solicitations, negotiations or knowing encouragements with any Person conducted heretofore with respect to a Company Acquisition Proposal and shall promptly request (or, to the extent the Company is contractually permitted to do so, require) the return or destruction of all copies of confidential information previously provided to such parties by or on behalf of the Company, the Company Subsidiaries or the Company’s Representatives. From and after the date of this Agreement Date until the Closing earlier of the Effective Time or the termination of this Agreement pursuant in accordance with Section 9.01, subject to Article VIIISection 7.03(b), neither the Company nor any of its Subsidiaries nor any of shall not, and shall cause the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of Subsidiaries and the foregoing collectively being the “Company Representatives”) Company’s Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support cause or induce knowingly facilitate or encourage (including by way of furnishing information) the making, submission or announcement of any inquiryinquiries, expression of interest, proposal proposals or offer offers or any other efforts or attempts that constitutes, constitute or would may reasonably be expected to lead toto any Company Acquisition Proposal, or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or knowingly facilitate or encourage, any such inquiries, proposals, discussions or negotiations, or resolve to or publicly propose to take any of the foregoing actions, (ii) approve or recommend, or resolve to or publicly propose to approve or recommend, any Company Acquisition Proposal or enter into any merger agreement, agreement-in-principle, letter of intent, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to a Company Acquisition Proposal or enter into any letter of intent, agreement or agreement-in-principle requiring the Company (whether or not subject to conditions) to abandon, terminate or fail to consummate the Merger or (iii) (A) withdraw, modify or qualify in a manner adverse to Parent or Merger Sub the Company Board Recommendation or the approval or declaration of advisability by the Company Board of this Agreement and the Transactions (including the Merger) or (B) approve or recommend, or resolve to or publicly propose to approve or recommend, any Company Acquisition Proposal (any action described in clause (A) or (B) being referred to as an “Adverse Recommendation Change”). (b) Notwithstanding anything to the contrary contained in Section 7.03(a), if at any time following the date of this Agreement and prior to obtaining the Company Stockholder Approval, (i) the Company has received from a third party that is not in violation of such third party’s contractual obligations to the Company a written, bona fide Company Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as a breach by the Company of this Section 7.03 has not contributed to the existence making of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an such Company Acquisition Proposal, (iii) agree the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Company Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (iv) after consultation with its outside counsel, the Company Board determines in good faith that failure to take such action would constitute a breach by the Company Board of its fiduciary duties to the Company Stockholders under applicable Law, then the Company may, subject to clauses (x), (y) and (z) below, (A) furnish confidential information with respect to the Company and the Company Subsidiaries to the Person making such Company Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided, however, that (x) the Company will not, and will not allow the Company’s Representatives to, acceptdisclose any non-public information to such person unless the Company first enters into an Acceptable Confidentiality Agreement with such Person, approve(y) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent notice of its intention to enter into such Acceptable Confidentiality Agreement and (z) the Company will promptly (and in any event within twenty-four (24) hours) provide to Parent any and all non-public information delivered to such Person which was not previously provided to Parent. (c) The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent, endorse orally and in writing, in the event that the Company or recommend any Company Subsidiary or Company Representative receives (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommendi) any Company Acquisition Proposal or indication by any Person that it is considering making a Company Acquisition Proposal, (ivii) any request for non-public information in contemplation of a Company Acquisition Proposal relating to the Company or any Company Subsidiary or (iii) any inquiry or request for discussions or negotiations regarding any Company Acquisition Proposal. The Company shall provide Parent promptly (and in any event within twenty-four (24) hours) with the identity of such Person and a copy of such Company Acquisition Proposal, indication, inquiry or request (or, where such Company Acquisition Proposal is not in writing, a written description of the Company’s understanding of the material terms and conditions of such Company Acquisition Proposal, indication, inquiry or request), including any modifications thereto. The Company shall keep Parent reasonably informed (orally and in writing) on a current basis (and in any event no later than twenty-four (24) hours after the occurrence of any material changes, developments, discussions or negotiations) of the status of any Company Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any material modification thereto), and any material developments, discussions and negotiations, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting the foregoing, the Company shall promptly (and in any event within twenty-four (24) hours) notify Parent orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning a Company Acquisition Proposal in accordance with Section 7.03(b) and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. The Company shall not, and shall cause the Company Subsidiaries and the Company’s Representatives not to, enter into any letter Contract with any Person subsequent to the date of intent this Agreement that would restrict the Company’s ability to provide such information relating to the Company or any other Company Subsidiary to Parent, and neither the Company nor any of the Company Subsidiaries is currently party to any Contract contemplating or otherwise that prohibits the Company from providing the information relating to the Company or any Company Subsidiary described in this Section 7.03(c) to Parent. The Company (x) shall not, and shall cause the Company Subsidiaries not to, terminate, waive, amend or modify any provision of, or grant permission or request under, any standstill or confidentiality agreement to which it or any of the Company Subsidiaries is or becomes a party and (y) shall, and shall cause the Company Subsidiaries to, use commercially reasonable efforts to enforce the provisions of any such agreement, unless, in each case in clauses (x) and (y), the Company Board determines in good faith, after consultation with its outside counsel, that failure to take such action would constitute a breach by the Company Board of its fiduciary duties to the Company Stockholders under applicable Law. (d) Notwithstanding anything in Section 7.03(a) to the contrary, if (i) the Company receives from a third party that is not in violation of such third party’s contractual obligations to the Company a written, bona fide Company Acquisition Proposal, or (vii) submit any a breach by the Company of this Section 7.03 has not contributed to the making of such Company Acquisition Proposal and (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Company Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments to the vote terms of this Agreement which may be offered by Parent including pursuant to clause (III) below, the Company Board may at any time prior to the Company Stockholder Approval, if it determines in good faith, after consultation with its outside counsel, that failure to take such action would constitute a breach by the Company Board of its fiduciary duties to the Company Stockholders under applicable Law, (x) effect an Adverse Recommendation Change and/or (y) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless in advance of or concurrently with such termination the Company (A) pays, or causes to be paid, the Termination Fee to Parent in immediately available funds and (B) concurrently with such termination enters into the Alternative Acquisition Agreement; provided, further, however, that the Company Board may not effect an Adverse Recommendation Change pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) unless (I) the Company shall not have breached this Section 7.03 in a manner that contributed to the making of such Superior Proposal, (II) the Company shall have provided to Parent at least five (5) Business Days prior written notice of its intention to take such action with respect to such Superior Proposal, which notice shall specify the material terms and conditions of any shareholders such Superior Proposal (including the identity of the party making such Superior Proposal), and shall have contemporaneously provided to Parent a copy of any proposed definitive agreement(s) with respect to such Superior Proposal (the “Alternative Acquisition Agreement”), (III) prior to effecting such Adverse Recommendation Change or terminating this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, the Company shall, and shall cause its financial advisors and outside counsel to, during the five (5) Business Day notice period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Company Acquisition Proposal ceases to constitute a Superior Proposal and (IV) following any negotiation described in the immediately preceding clause (III), such Company Acquisition Proposal (taking into account any changes to the terms of this Agreement agreed to or proposed by Parent as a result of the negotiations required by clause (III) in a binding written offer) continues to constitute a Superior Proposal. In the event of any Subsidiary. Each material revisions to the terms of a Company Acquisition Proposal after the start of the five (5) Business Day notice period, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.03(d) with respect to such new written notice, and the five (5) Business Day notice period shall be deemed to have re-commenced on the date of such new notice. (e) Notwithstanding anything in Section 7.03(a) to the contrary, if (i) a material development or change in circumstances in the business, results of operations or financial condition of the Company and the Company Subsidiaries (other than and not related to an Acquisition Proposal) that was neither known to nor reasonably foreseeable by the Company Board (assuming, for such purpose, reasonable consultation with the executive officers of the Company) as of the date of this Agreement occurs or arises after the date of this Agreement (such development or change, an “Intervening Event”), (ii) the Intervening Event did not result or arise from a breach of any provision of this Agreement, and (iii) the Company Board determines in good faith, after consultation with its Subsidiaries will immediately cease and cause outside counsel, that, in light of the existence of such Intervening Event, the failure to be terminated make an Adverse Recommendation Change would constitute a breach by the Company Board of its fiduciary duties to the Company Stockholders under applicable Law, the Company Board may, at any and all existing activities, discussions or negotiations with any Persons conducted time prior to or on the Agreement Date Company Stockholder Approval, effect an Adverse Recommendation Change, provided that that the Company Board shall not make an Adverse Recommendation Change in light of the existence of such Intervening Event unless (A) the Company has provided to Parent at least five (5) Business Days prior written notice of its intention to take such action with respect to such Intervening Event, which notice shall specify, in reasonable detail, the facts underlying the Company Board’s determination that an Intervening Event has occurred and the rationale and basis for such Adverse Recommendation Change, (B) the Company shall, and shall cause its financial advisors and outside counsel to, during such five (5) Business Day notice period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Adverse Recommendation Change as a result of the Intervening Event and (C) following any Acquisition Proposal. If any negotiation described in the immediately preceding clause (B), the Company RepresentativeBoard determines in good faith, whether in his or her capacity as such or in any other capacityafter consultation with its outside counsel, takes any action that the failure to make such Adverse Recommendation Change in light of such Intervening Event (taking into account any changes to the terms of this Agreement agreed or proposed by Parent as a result of the negotiations required by the immediately preceding clause (B)) would constitute a breach of its fiduciary duties to the Company is obligated pursuant to this Section 6.1 to cause Stockholders under applicable Law. In the event of any material change in the circumstances of such Company Representative not to takeIntervening Event or the occurrence of another Intervening Event, then the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.03(e) with respect to such new written notice. (f) The Company agrees that any breaches of the restrictions set forth in this Section 7.03 by any of the Company’s Representatives shall be deemed for all purposes to be a breach of this Agreement to have breached (including this Section 6.17.03) by the Company. (g) Nothing contained in this Section 7.03 shall prohibit the Company Board from taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act; provided, however, that any disclosure other than (i) a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, (ii) an express rejection of any applicable Company Acquisition Proposal or (iii) an express reaffirmation of the Company Board Recommendation together with a factual description of events or actions leading up to such disclosure that have been taken by the Company and that are permitted under Section 7.03 or actions taken or notices delivered to Parent by the Company that are required by Section 7.03, shall, in each case, be deemed to be an Adverse Recommendation Change (including for purposes of Section 9.01(f)). (h) The Company shall not take any action to exempt any Person (other than Parent, Merger Sub and their respective Affiliates) from the provisions of “control share acquisitions” contained in any Anti-Takeover Law or otherwise cause such restrictions not to apply, in each case unless such actions are taken simultaneously with a termination of this Agreement pursuant to Section 9.01(h).

No Solicitation. From and after During the Agreement Date until the Closing Term, each Stockholder will not, --------------- nor shall it permit or termination of this Agreement pursuant to Article VIII, neither the Company nor authorize any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliatesemployees, shareholders agents or employees or any investment bankerrepresentatives (collectively, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company "Representatives”") to, (i) solicit --------------- or initiate, or encourage, directly or indirectly, (i) solicitany inquiries regarding the submission of, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public information or date with respect to, or take any other action regarding, to knowingly facilitate the making of any inquiry, expression of interest, proposal or offer that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal, Proposal or (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating agreement with respect to any Acquisition Proposal, Proposal or (v) submit approve or agree or resolve to approve any Acquisition Proposal to the vote Proposal. Upon execution of any shareholders of Company or any Subsidiary. Each of the Company this Agreement, each Stockholder will, and it will cause its Subsidiaries will Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any of the foregoing. Each Stockholder will promptly (and in any event, within 24 hours) advise the Company orally and in writing of any request for information or the submission or receipt of any Acquisition Proposal, or any inquiry with respect to or which could lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry and the identity of the person making any such request, Acquisition Proposal or inquiry and such Stockholder's response or responses thereto. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.This

No Solicitation. From and after (a) During the Agreement Date until the Pre-Closing or termination of this Agreement pursuant to Article VIIIPeriod, neither the Company nor any of its Subsidiaries nor any of will not, and the Company Shareholders will, nor will any of them not authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) its Representatives to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders Company Stockholders or (vi) enter into any other transaction or series of Company transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or any Subsidiary. Each delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the Transactions. The Company will, and will cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal. If any Company Representativeof the Company’s Representatives, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 4.11 not to cause authorize or permit such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.14.11.

No Solicitation. From Each Stockholder shall, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any shall cause its Affiliates and each of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of and their respective Affiliates, officers, directors, affiliatesemployees, shareholders representatives, consultants, investment bankers, attorneys, accountants and other agents (collectively, a person's or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company entity's "Representatives”") to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions activities or negotiations with any other Person or Persons conducted prior to or on the Agreement Date (a "Third Party Acquiror") that may be ongoing with respect to any Acquisition Proposal. If any Company RepresentativeDuring the term of this Agreement, whether in his or her capacity as such or in any other capacityno Stockholder shall take, takes any action that the Company is obligated pursuant to this Section 6.1 to and each Stockholder shall cause such Company Representative its Representatives not to take, then any action that, if taken by the Company shall be deemed Company, would violate Paragraph 6.4(b) of the Merger Agreement. Each Stockholder will as promptly as practicable (and in any event within 24 hours) advise the Parent of any request for all information received by that Stockholder with respect to any Acquisition Proposal or of any Acquisition Proposal received by that Stockholder, or any inquiry or proposal received by that Stockholder with respect to any Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal, inquiry or proposal. For purposes of this Agreement Agreement, each of Parent and Sub are not deemed to have breached be Affiliates of the Stockholders. Without limiting the foregoing, the Parent, Sub and each of the Stockholders agree that any violation of the restrictions set forth in this Section 6.14 by any Representative of a Stockholder or any of its Affiliates, whether or not such Person is purporting to act on behalf of a Stockholder or any of its Affiliates, shall constitute a breach by such Stockholder of this Section 4 if, following that violation and while this Agreement is in effect, the Stockholder enters into discussions with the Person from whom the Representative encouraged, solicited, initiated or facilitated an Acquisition Proposal in violation of this Section 4.

No Solicitation. From and after (a) During the period from the Agreement Date and continuing until the Closing or earlier of the termination of this Agreement pursuant to Article VIIIand the Effective Time, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders willwill not, nor will any of them it authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) its Representatives to, directly or indirectly, (i) solicit, initiatewillingly encourage others to solicit, seek, entertain, or willingly encourage, facilitatefacilitate or accept any discussions, support proposals or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer offers that constitutesconstitute, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each stockholders of the Company. The Company will, and will cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Parent and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Parent and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representativeof the Company’s Representatives, whether in his his, her or her its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 6.2 not to cause authorize or permit such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.16.2. (b) The Company shall promptly (but in any event, within the shorter of one (1) Business Day and 36 hours) notify Parent in writing after receipt by the Company (or, to the Knowledge of the Company, by any of its Representatives), of (i) any Acquisition Proposal, or (ii) any request for non-public information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Parent and its Representatives reasonably expected to be in connection with a potential Acquisition Proposal. Such notice shall describe the material terms and conditions of such Acquisition Proposal. The Company shall keep Parent fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto. The Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Company Board) of any meeting of the Company Board at which the Company Board is reasonably expected to discuss any Acquisition Proposal.

No Solicitation. From and after Until the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIISection 6.1, neither the Company each Stockholder agrees that it will not, nor will it permit any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support knowingly encourage or induce knowingly facilitate any inquiries or the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that constitutes, or would may reasonably be expected to lead to, any Acquisition Proposal or (ii) during the Support Period, enter into, continue or otherwise participate in any discussions or negotiations regarding, furnish to any person any information with respect to, knowingly assist, or participate in any effort or attempt by any person with respect to, or otherwise knowingly cooperate in any way with, any Acquisition Proposal. Except as may be permitted following the end of the Support Period pursuant to clause (ii) of the immediately preceding sentence, each Stockholder shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. Notwithstanding anything to the contrary contained herein, (iix) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to if the existence of these provisions) Company Board has entered into discussions or negotiations regardingwith, or deliver or make available to any Person any provided non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected person in response to lead to, an Acquisition ProposalProposal by such person in compliance with the provisions of the Merger Agreement, (iii) agree to, accept, approve, endorse each Stockholder who is not a director or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each officer of the Company as of the date hereof may provide information and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, engage in discussions or negotiations with any Persons conducted prior such person as and to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action extent that the Company is obligated permitted to do so pursuant to this Section 6.1 to cause such Company Representative not to take, then the terms of the Merger Agreement and (y) if the Company terminates the Merger Agreement pursuant to Section 9.1(d)(ii) thereof in order to enter into a definitive agreement providing for the implementation of a Superior Proposal, each Stockholder who is not a director or officer of the Company as of the date hereof shall be deemed for all purposes of this Agreement entitled to have breached this Section 6.1enter into a voting or other support agreement with the Person making the Superior Proposal.

No Solicitation. (a) From and after the date of this Agreement Date until the Closing Effective Time or the termination of this Agreement pursuant to in accordance with Article VIII, neither except as specifically permitted in Sections 6.03(d), 6.03(f) or 6.03(g)(ii), the Company nor any of its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them shall it authorize or permit any of its Subsidiaries or its or their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectly, : (i) solicit, initiateinitiate or knowingly encourage any inquiries, seek, entertain, encourage, facilitate, support offers or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer proposals that constitutesconstitute, or would are reasonably be expected likely to lead to, an any Acquisition Proposal, ; (ii) enter intoengage in discussions or negotiations with, participate in, maintain furnish or continue disclose any communications (except solely to provide written notice as information or data relating to the existence Company or any of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect its Subsidiaries to, or take any other action regardingin response to a request therefor, give access to the Company Assets or the books and records of the Company or its Subsidiaries to, any inquiryPerson that has made or, expression to the Knowledge of interestthe Company, proposal or offer that constitutes, or would reasonably may be expected to lead to, an considering making any Acquisition Proposal, ; (iii) agree togrant any waiver or release under any standstill or similar contract relating to the Shares or the Company or its Subsidiaries to which it or any of its Subsidiaries is a party, accept, including the Company Rights Agreement; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any agreement in principle, arrangement, understanding or publicly propose or announce contract for any intention or desire to agree Acquisition Proposal (b) The Company shall, and shall cause each of its Subsidiaries and instruct its Representatives to, acceptimmediately cease any existing solicitations, discussions, negotiations or other activity with any Person being conducted with respect to any Acquisition Proposal on the date hereof. The Company shall promptly inform its Representatives who have been engaged or are otherwise providing assistance in connection with the transactions contemplated by this Agreement of the Company's obligations under this Section 6.03. Without limiting the foregoing, the Company agrees that any breach of the restrictions set forth in this Section 6.03, including any failure of such Representatives to comply with any instructions referred to above, by any of such Representatives or any Affiliate of the Company shall be deemed to be a breach by the Company of this Section 6.03. (c) The Company shall notify Parent as soon as practicable (but in any event within 24 hours) after receipt of (i) any Acquisition Proposal or indication from any Person that it intends to make, or is considering making, an Acquisition Proposal or (ii) any request for non-public information relating to the Company or any of its Subsidiaries or for access to the Company Assets or the books and records of the Company or its Subsidiaries by any Person that the Company reasonably believes is reasonably likely to lead to an Acquisition Proposal. The Company shall provide Parent with the identity of such Person, a description of the material terms of such Acquisition Proposal or request and, if applicable, a copy of such Acquisition Proposal. The Company shall keep Parent informed on a reasonably current basis of the status and the material terms of any such Acquisition Proposal, indication or request. (d) Notwithstanding the foregoing, prior to the Acceptance Date, nothing in this Agreement shall prevent the Company or its Board of Directors from: (i) engaging in discussions or negotiations with, or furnishing or disclosing any information relating to, the Company or any of its Subsidiaries or giving access to the Company Assets or the books and records of the Company or any of its Subsidiaries to, any Person who, after the date hereof, makes a bona fide written Acquisition Proposal not solicited after the date hereof in violation of the provisions herein set forth if (x) the Board of Directors has (A) acted in good faith and by a majority of the members of its entire Board of Directors, (B) determined, after consultation with its financial advisor, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal and (C) determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable laws (in each case, taking into account any adjustments to the terms and conditions of this Agreement, the Offer or the Merger offered in writing by Parent in response to such Acquisition Proposal), (y) the Company enters into a confidentiality agreement with such Person provided that to the extent such Confidentiality Agreement is on terms and conditions materially more favorable to such Person than those contained in the Confidentiality Agreement, the Confidentiality Agreement shall be deemed amended to contain such materially more favorable terms; and (ii) subject to compliance with Section 6.03(d)(i), entering into a definitive agreement providing for the implementation of or approving, endorsing or recommending an Acquisition Proposal, but only so long as (A) the Board of Directors, acting in good faith and by a majority of the entire Board of Directors, has (1) approved such definitive agreement, (2) determined, after consultation with its financial advisor, that such bona fide written and unsolicited Acquisition Proposal constitutes a Superior Proposal and (3) determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable laws and (B) the Company terminates this Agreement pursuant to, and after complying with all of the provisions of, Section 8.01(f). (e) If the Company or any of its Subsidiaries or its or their Representatives receives a request for information from a Person who has made an unsolicited bona fide written Acquisition Proposal involving the Company and the Company is permitted to provide such Person with information pursuant to this Section 6.03, the Company will provide to Parent a copy of the confidentiality agreement with such Person promptly upon its execution and provide to Parent a list of, and copies of, the information provided to such Person promptly after its delivery to such Person and promptly provide Parent with access to all information to which such Person was provided access, in each case only to the extent not previously provided to Parent. (f) The Board of Directors of the Company shall not (i) approve, endorse or recommend) , or propose to approve, endorse or recommend, any Acquisition Proposal, Proposal or (ivii) enter into any letter of intent agreement in principle or any other Contract contemplating understanding or otherwise contract relating to any an Acquisition Proposal, or (v) submit any Acquisition Proposal to unless the vote of any shareholders of Company or any Subsidiary. Each terminates this Agreement pursuant to, and after complying with all of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activitiesprovisions of, discussions or negotiations with any Persons conducted prior to or on Section 8.01(f). (g) Notwithstanding the Agreement Date with respect to any Acquisition Proposal. If any Company Representativeforegoing, whether in his or her capacity as such or in any other capacity, takes any action that (i) the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then Board of Directors of the Company shall be deemed for all purposes permitted to disclose to the stockholders of the Company a position with respect to an Acquisition Proposal required by Rule 14e-2(a), Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act and (ii) the Board of Directors of the Company may withdraw, modify or amend the recommendation of the Offer, the Merger and this Agreement by the Board of Directors of the Company at any time if, in each case, it determines, after consultation with its outside legal counsel, that the failure to have breached this Section 6.1take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable laws.

No Solicitation. From and after The Company agrees that none of the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIICompany, neither the Company nor any of its Subsidiaries nor or any of the Company Shareholders will, nor will Company’s or any of them authorize its Subsidiaries’ officers or permit any of their respective officersdirectors shall, directors, and that it shall use reasonable best efforts to cause the Company’s and its affiliates, shareholders or employees or ’ and Subsidiaries’ agents and representatives (including any investment banker, attorney or other advisor or representative accountant retained by the Company or any of its Subsidiaries) not to (and shall not authorize or permit any of them (all of the foregoing collectively being the “Company Representatives”) to), directly or indirectly, : (i) solicit, initiate, seek, entertain, facilitate or encourage, facilitate, support or induce the making, submission or announcement of any inquiryAcquisition Proposal; (ii) enter into or participate in any discussions or negotiations with, expression furnish any nonpublic information relating to the Company or any of interestits Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any manner with, or assist, participate in, facilitate or encourage any effort by, any Person concerning the making of any proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, an any Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, ; or (iv) execute or enter into into, or agree to execute or enter into, any letter of intent or similar document or any other Contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition ProposalProposal or transaction contemplated thereby, except in the case of clauses (ii), (iii) or (viv) submit any Acquisition Proposal to the vote extent specifically permitted pursuant to Sections 5.3(c) or 5.3(d). Immediately following the execution and delivery of any shareholders of Company or any Subsidiary. Each of this Agreement, the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations (including, without limitation, any such activities, discussions or negotiations conducted by affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative) of the Company or any of its Subsidiaries) with any Persons third parties conducted prior to or on the Agreement Date heretofore with respect to the consideration of any Acquisition Proposal. If The Company will exercise any Company Representative, whether rights under any confidentiality or non-disclosure agreements with any such third parties entered into within one year prior to the date hereof through the date hereof in his connection with the consideration of any Acquisition Proposal to require the return or her capacity as such or in any other capacity, takes any action that destruction of non-public information provided prior to the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes date of this Agreement by the Company, its Subsidiaries or their agents and representatives to have breached this Section 6.1any such third parties.

No Solicitation. From 6.10.1. Cheviot Financial shall not, and after shall cause the Agreement Date until Cheviot Financial Subsidiaries and the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliatesemployees, shareholders or employees or any investment bankerbankers, attorney or financial advisors, attorneys, accountants, consultants, affiliates and other advisor or representative retained by any of them agents (all of the foregoing collectively being collectively, the “Company Cheviot Financial Representatives”) not to, directly or indirectly, (i) initiate, solicit, initiate, seek, entertain, induce or knowingly encourage, facilitateor take any action to facilitate the making of, support or induce the making, submission or announcement of any inquiry, expression of interest, offer or proposal or offer that which constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, ; (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regardingregarding any Acquisition Proposal or furnish, or deliver or make available otherwise afford access, to any Person (other than MainSource) any non-public information or data with respect to, to Cheviot Financial or take any other action regarding, any inquiry, expression of interest, proposal the Cheviot Financial Subsidiaries or offer that constitutes, or would reasonably be expected otherwise relating to lead to, an Acquisition Proposal, ; (iii) agree torelease any Person from, acceptwaive any provisions of, approve, endorse or recommend (fail to enforce any confidentiality agreement or publicly propose standstill agreement to which Cheviot Financial is a party; or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement, agreement in principle or letter of intent or any other Contract contemplating or otherwise relating with respect to any Acquisition Proposal, Proposal or (v) submit approve or resolve to approve any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiaryagreement, agreement in principle or letter of intent relating to an Acquisition Proposal. Each Any violation of the Company foregoing restrictions by Cheviot Financial or any Cheviot Financial Representative, whether or not such Representative is so authorized and its whether or not such Cheviot Financial Representative is purporting to act on behalf of Cheviot Financial or otherwise, shall be deemed to be a breach of this Agreement by Cheviot Financial. Cheviot Financial and Cheviot Financial Subsidiaries will shall, and shall cause each of the Cheviot Financial Representatives to, immediately cease and cause to be terminated any and all existing activitiesdiscussions, discussions or negotiations negotiations, and communications with any Persons conducted prior to or on the Agreement Date with respect to any existing or potential Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

No Solicitation. From (a) Subject to Sections 5.3(b)-(h), the ▇▇▇▇▇▇ Parties shall not and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of shall cause their respective officers, directors, affiliatesemployees, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them agents and representatives (all of the foregoing collectively being the “Company Representatives”) not to, and shall use their reasonable best efforts to cause each of the other ▇▇▇▇▇▇ Group Entities and their Representatives not to, directly or indirectly, (i) initiate, solicit, initiateknowingly encourage (including by providing information) or knowingly facilitate any inquiries, seekproposals or offers with respect to, entertainor the making or completion of, encouragean Alternative Proposal (as defined herein), facilitate(ii) engage or participate in any negotiations concerning, support or induce provide or cause to be provided any non-public information or data relating to, the making▇▇▇▇▇▇ Group Entities, submission in connection with, or announcement have any discussions with any person relating to, an Alternative Proposal, or otherwise knowingly encourage or knowingly facilitate any effort or attempt to make or implement an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement, (vi) take, encourage or facilitate any action that Section 5.3(a) of the Holdings Agreement would prohibit if the ▇▇▇▇▇▇ Parties were the “Holdings Parties,” as such term is defined and used therein, or (vii) resolve to propose or agree to do any of the foregoing. (b) The ▇▇▇▇▇▇ Parties shall and shall cause their Representatives to, and shall use their reasonable best efforts to cause each of the other ▇▇▇▇▇▇ Group Entities and their Representatives to, immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Proposal. The ▇▇▇▇▇▇ Parties shall promptly, and in any event not later than ten (10) days following the date hereof, request that each Person who has executed a confidentiality agreement with a ▇▇▇▇▇▇ Party in connection with that Person’s consideration of a transaction involving any ▇▇▇▇▇▇ Group Entity that would constitute an Alternative Proposal return or destroy all non-public information furnished to that Person by or on behalf of the ▇▇▇▇▇▇ Group Entities. (c) Notwithstanding anything to the contrary in Section 5.3(a), prior to the receipt of Unitholder Approval, the ▇▇▇▇▇▇ Parties may, in response to an unsolicited Alternative Proposal which did not result from or arise in connection with a breach of this Section 5.3 and which the Conflicts Committee determines, in good faith, after consultation with its outside counsel and financial advisors, constitutes or could reasonably be expected to result in a Superior Proposal (as defined herein), (i) furnish information with respect to the ▇▇▇▇▇▇ Group Entities to the person making such Alternative Proposal and its Representatives pursuant to an executed confidentiality agreement no less restrictive (including with respect to standstill provisions) of the other party than the Confidentiality Agreement and (ii) participate in discussions or negotiations with such person and its Representatives regarding such Alternative Proposal; provided, however, (A) that Parent shall be entitled to receive an executed copy of such confidentiality agreement prior to or substantially simultaneously with the ▇▇▇▇▇▇ Parties furnishing information to the person making such Alternative Proposal or its Representatives and (B) that the ▇▇▇▇▇▇ Parties shall simultaneously provide or make available to Parent any non-public information concerning the ▇▇▇▇▇▇ Group Entities that is provided to the person making such Alternative Proposal or its Representatives which was not previously provided or made available to Parent. Notwithstanding anything to the contrary in Section 5.3(a), prior to the receipt of Unitholder Approval, the ▇▇▇▇▇▇ Parties may participate in discussions or negotiations with the lenders under the ▇▇▇▇▇▇ Operating Credit Agreement regarding debt financing transactions with such lenders that may involve equity issuances that would constitute an Alternative Proposal and, in connection therewith, furnish information with respect to the ▇▇▇▇▇▇ Group Entities to such lenders pursuant to confidentiality obligations substantially consistent with past practice. (d) Neither the Board of Directors nor any committee thereof shall withdraw, modify or qualify in a manner adverse to Parent, or resolve to or publicly propose to withdraw, modify or qualify in a manner adverse to Parent, the Recommendation (any of the foregoing actions, whether taken by the Board of Directors or any committee thereof, a “Change in Board Recommendation”). Notwithstanding the immediately preceding sentence, if, prior to receipt of the Unitholder Approval, (i) the Board of Directors or the Conflicts Committee determines in good faith, after consultation with its respective outside counsel and financial advisors, that a Change in Board Recommendation would be in the best interests of the holders of Common Units (other than Partnership GP and its Affiliates (including Holdings)) and (ii) the Board of Directors or the Conflicts Committee, as applicable, provides Parent with at least three (3) Business Days’ advance written notice of its intention to make a Change in Board Recommendation and specifying the material events giving rise thereto, then the Board of Directors or the Conflicts Committee, as applicable, may make a Change in Board Recommendation. (e) The ▇▇▇▇▇▇ Parties promptly (and in any event within 24 hours) shall advise Parent orally and in writing of the receipt by either of them of (i) any Alternative Proposal or (ii) any request for non-public information relating to the ▇▇▇▇▇▇ Group Entities, other than requests for information in the ordinary course of business consistent with past practice and not reasonably expected to be related to an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal or request and the material terms and conditions of any such Alternative Proposal or request (including copies of any document or correspondence evidencing such Alternative Proposal or request). The ▇▇▇▇▇▇ Parties shall keep Parent reasonably informed on a current basis of the status (including any material change to the terms thereof) of any such Alternative Proposal or request. (f) Nothing contained in this Agreement shall prohibit the ▇▇▇▇▇▇ Parties or the Board of Directors or any committee thereof from disclosing to the Partnership’s Unitholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided, however, that none of the ▇▇▇▇▇▇ Parties or the Board of Directors or any committee thereof shall in any event be entitled to disclose a position under Rules 14d-9 or 14e-2(a) promulgated under the Exchange Act other than the Recommendation, except in accordance with Section 5.3(d). (g) As used in this Agreement, “Alternative Proposal” shall mean any inquiry, expression of interest, proposal or offer that constitutesfrom any Person or group of Persons other than the Parent Parties, relating to, or would that could reasonably be expected to lead to, an Acquisition Proposalin one transaction or a series of related transactions, (i) a merger, tender or exchange offer, consolidation, reorganization, reclassification, recapitalization, liquidation or dissolution, or other business combination involving any ▇▇▇▇▇▇ Group Entity, (ii) enter into, participate in, maintain the issuance by the Partnership of (A) any General Partner Interest or continue (B) any communications (except solely to provide written notice as to the existence class of these provisions) Partnership Interests constituting more than 15% of such class of Partnership Interests or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree tothe acquisition in any manner, acceptdirectly or indirectly, approve, endorse or recommend of (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommendA) any Acquisition ProposalGeneral Partner Interest, (ivB) enter into any letter class of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, Partnership Interests constituting more than 15% of such class of Partnership Interests or (vC) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each more than 15% of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on consolidated total assets of the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or ▇▇▇▇▇▇ Group Entities (including equity interests in any Subsidiary or Partially Owned Entity of the Partnership), in each case other capacity, takes any action that than the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then Merger and the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1Holdings Merger.

No Solicitation. From and after During the Agreement Date until the Pre-Closing or termination of this Agreement pursuant to Article VIIIPeriod, neither the Company nor any of and its Subsidiaries nor any of shall not, and the Company Shareholders will, nor will any of them authorize or permit any of and its Subsidiaries shall use reasonable efforts to cause their respective directors, officers, directors, affiliates, shareholders or employees or any investment banker, attorney or and other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) agents not to, directly or indirectly, (ia) solicit, initiate, seek, entertain, encourage, facilitate, support initiate or induce the making, submission or announcement of knowingly encourage any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iib) enter into, continue or otherwise participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person person any non-non public information with respect tofor the purpose of encouraging or facilitating, any Acquisition Proposal or (c) otherwise cooperate in any way with, or take assist or participate in, facilitate or encourage, any effort or attempt by any other action regardingperson or entity to do or seek any of the foregoing. The Company shall promptly inform the Buyer of the identity of any person making an Acquisition Proposal during the Pre-Closing Period as well as the nature and material terms of any such Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means (i) any inquiry, expression of interest, proposal or offer that constitutesfor a merger, consolidation, dissolution, sale of substantial assets outside the ordinary course of business, stock purchase, recapitalization, share exchange or would reasonably be expected to lead toother business combination involving the Company or any of its Subsidiaries, an Acquisition Proposal, (ii) any proposal for the issuance by the Company or any of its Subsidiaries of over 20% of its equity securities or (iii) agree toany proposal or offer to acquire in any manner, acceptdirectly or indirectly, approve, endorse over 20% of the equity securities or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each total assets of the Company and its Subsidiaries will Subsidiaries, taken as a whole, in each case other than the transactions contemplated by this Agreement. The Company shall, and shall cause its representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons persons or entities (other than the Buyer and the Transitory Subsidiary) conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that of the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.foregoing

No Solicitation. From (a) The Company shall, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any shall cause each of its Subsidiaries nor any Representatives and each of the Company Shareholders will, nor will any of them authorize or permit any other Acquired Companies (and each of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted on or prior to or on the date of this Agreement Date with respect to any Acquisition Proposal. If , and shall promptly after the date of this Agreement instruct each Person that has in the twelve months prior to the date of this Agreement executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or destroy in accordance with the terms of such confidentiality agreement all information, documents and materials relating to the Acquisition Proposal or to the Acquired Companies and their businesses previously furnished by or on behalf of the Acquired Companies or any of their respective Representatives to such Person or such Person’s Representatives. (b) Subject to this Section 6.03, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company Representativeshall not, whether in his and shall cause each of the other Acquired Companies not to (and the Company shall direct its Representatives not to and shall cause each of the Acquired Companies to direct each of their respective Representatives not to), directly or her capacity as such indirectly, (i) solicit, initiate, seek or in any other capacity, takes knowingly encourage or facilitate or take any action to solicit, initiate or seek or knowingly encourage or facilitate any inquiry, expression of interest, proposal or offer that constitutes an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent, (iii) furnish to any Person other than Parent any non-public information that the Company believes or should reasonably know would be used for the purposes of formulating any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal, (iv) accept any Acquisition Proposal or enter into any agreement, letter of intent or Contract providing for the consummation of any transaction contemplated by any Acquisition Proposal or otherwise relating to any Acquisition Proposal (other than a confidentiality agreement as contemplated by Section 6.03(d)) or (v) submit any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall promptly (and in any event within 24 hours) provide Parent with: (i) an oral and a written description of any inquiry, expression of interest, proposal or offer relating to an Acquisition Proposal (including any modification thereto), or any request for information that could reasonably be expected to lead to an Acquisition Proposal , that is obligated received by an Acquired Company or any Representative of any Acquired Company from any Person (other than Parent) including in such description the identity of the Person from which such inquiry, expression of interest, proposal, offer or request for information was received (the “Other Interested Party”); and (ii) a copy of each written communication and a summary of each oral communication transmitted on behalf of the Other Interested Party or any of its Representatives to any Acquired Company or any Representative of any Acquired Company or transmitted on behalf of any Acquired Company or any Representative of any Acquired Company to the Other Interested Party or any of its Representatives (including any communications related to the proposed amount or form of consideration, financing terms, if any, and closing conditions), in each case, to the extent such communication constitutes a material development with respect to an Acquisition Proposal or a potential Acquisition Proposal. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify Parent orally and in writing if the Company determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal pursuant to Section 6.03(d). (d) Notwithstanding Section 6.03(b), if at any time prior to the adoption of this Agreement by the Required Company Stockholder Approval, (i) the Company has received a bona fide written Acquisition Proposal from a third party, (ii) neither any Acquired Company nor any of their respective Representatives shall have directly or indirectly violated any of the restrictions set forth in Section 6.1 6.03 in a manner that resulted in the submission of such Acquisition Proposal, (iii) the Company Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to cause lead to a Superior Proposal and (iv) after consultation with its outside counsel, the Company Board of Directors determines in good faith that such action is necessary to comply with its fiduciary duties to the stockholders of the Company Representative not to takeunder Applicable Law, then the Company may take the following actions: (A) furnish information with respect to the Acquired Companies to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided that the Company (x) shall not, and shall not allow any other Acquired Company or any Representative of any Acquired Company to, disclose any information to such Person without first entering into a confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of any of the Acquired Companies, provided that such confidentiality agreement shall not be required to contain a “standstill” provision and (y) shall promptly provide to Parent or its Representatives any information concerning the Acquired Companies provided to such other Person which was not previously provided to Parent. (e) Notwithstanding anything to the contrary contained in Section 6.02(b) or this Section 6.03, at any time prior to the adoption of this Agreement by the Required Company Stockholder Approval, the Company Board of Directors may make a Change of Board Recommendation for a reason unrelated to an Acquisition Proposal (it being understood and agreed that any Change of Board Recommendation proposed to be made in relation to an Acquisition Proposal may only be made pursuant to and in accordance with the terms of Section 6.03(f)) if the Company Board of Directors has determined in good faith, after consultation with its outside legal counsel, that, in light of facts, events or circumstances that have developed since the date of this Agreement that were not foreseen or reasonably foreseeable to the Company as of the date of this Agreement (an “Intervening Event”) and taking into account the results of any negotiations with Parent as contemplated by subsection (ii) below and any offer from Parent contemplated by subsection (iii) below, that such action is necessary to comply with the fiduciary duties owed by the Company Board of Directors to the stockholders of the Company under Applicable Law; provided, however, that the Company Board may not withdraw, modify or amend the Company Board Recommendation in a manner adverse to Parent pursuant to the foregoing unless: (i) the Company shall have provided prior written notice to Parent, at least four Business Days in advance (the “Intervening Event Notice Period”), of the Company’s intention to make a Change of Board Recommendation (it being understood that the delivery of such notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment shall not, by itself, constitute a Change of Board Recommendation or otherwise give rise to a Triggering Event), which notice shall specify the Company Board of Directors reason for proposing to effect such Change of Board Recommendation; (ii) prior to effecting such Change of Board Recommendation, the Company shall, and shall cause the Company Representatives to, during the Intervening Event Notice Period negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement in such a manner that would obviate the need for the Company Board of Directors to effect such Change of Board Recommendation; and (iii) Parent shall not have, within the aforementioned four Business Day period, made a written, binding and irrevocable (through the expiration of such period) offer to modify the terms and conditions of this Agreement, which is set forth in a definitive written amendment to this Agreement delivered to the Company and executed on behalf of Parent and Merger Sub, and Second Merger Sub that the Company Board of Directors has in good faith determined (after consultation with its outside legal counsel and its financial advisor) would obviate the need for the Company Board of Directors to effect such Change of Board Recommendation. (f) Notwithstanding anything to the contrary contained in Section 6.02(b) or this Section 6.03, if the Company receives an Acquisition Proposal that the Company Board of Directors determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, after giving effect to all of the adjustments to the terms and conditions of this Agreement that have been delivered to the Company by Parent in writing during the Notice Period provided pursuant to Section 6.03(f), that are binding and have been irrevocably committed to by Parent in writing, the Company Board of Directors may at any time prior to the adoption of this Agreement by the Required Company Stockholder Approval, if the Company Board of Directors determines in good faith, after consultation with outside counsel, that such action is necessary to comply with the fiduciary duties owed by the Company Board of Directors to the stockholders of the Company under Applicable Law, take the following action: (y) effect a Change of Board Recommendation with respect to such Superior Proposal or (z) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (z), and any purported termination pursuant to the foregoing clause (z) shall be void and of no force or effect, unless in advance of or concurrently with such termination the Company complies with the provisions of Section 9.01(f) and Section 9.03; and provided further that the Company Board may not withdraw, modify or amend the Company Board Recommendation in a manner adverse to Parent pursuant to the foregoing clause (y) or terminate this Agreement pursuant to the foregoing clause (z) unless: (i) the Company shall have provided prior written notice to Parent, at least four 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 notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment shall not, by itself, constitute a Change of Board Recommendation or otherwise give rise to a Triggering Event), which notice shall specify the material terms and conditions of such Superior Proposal, (including the identity of the party making such Superior Proposal) and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal, including the definitive agreement with respect to such Superior Proposal (the “Alternative Acquisition Agreement”); and (ii) prior to effecting such Change of Board Recommendation or terminating this Agreement to enter into a definitive agreement with respect to such Superior Proposal, the Company shall, and shall cause the Company Representatives to, during the Notice Period, negotiate with Parent in good faith (to 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. In the event of any material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 6.03(f) with respect to such new written notice; provided that the Notice Period for any subsequent notice shall be shortened from four Business Days to two Business Days.). (g) The Company agrees that any action or inaction of any of the Acquired Companies or their respective Representatives that is inconsistent with the provisions set forth in this Section 6.03 shall be deemed for all purposes to be a breach of this Agreement to have breached (including this Section 6.16.03) by the Company; provided, however, that no such action or inaction shall be taken into account for purposes of Section 9.01(e) or Section 9.01(g)(ii) unless the Company shall have permitted (with respect to its officers, directors and employees) or shall have knowingly permitted (with respect to any Representative of the Company who is not a Company officer, director or employee) such action or inaction to occur, and such action or inaction is materially inconsistent with this Section 6.03.

No Solicitation. From and after Each Stockholder hereby agrees that during the Agreement Date until the Closing or termination term of this Agreement pursuant to Article VIIIit shall not, neither the Company nor and shall not permit any of its Subsidiaries nor any of the Company Shareholders willSubsidiaries, nor will any of them authorize Affiliates or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectlyindirectly through another person, (i) solicit, initiate, seek, entertain, initiate or knowingly encourage, or take any other action designed to, or which would reasonably be likely to, result in or facilitate, support any Takeover Proposal or induce the makingmaking or consummation thereof, submission (ii) enter into, continue or announcement otherwise participate in any discussions or negotiations regarding, or furnish to any person any information in connection with, or otherwise cooperate in any way with, any Takeover Proposal or (iii) waive, terminate, modify or fail to enforce any provision of any inquiry“standstill” or similar obligation of any person other than Parent, expression (iv) make or participate in, directly or indirectly, a “solicitation” of interest, proposal “proxies” (as such terms are used in the rules of the U.S. Securities and Exchange Commission) or offer that constitutespowers of attorney or similar rights to vote, or would seek to advise or influence any person with respect to the voting of, any shares of Common Stock in connection with any vote or other action on any matter, other than to recommend that stockholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement, (v) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract constituting or related to, or that is intended to or could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Takeover Proposal, or (vvi) submit agree or publicly propose to do any Acquisition Proposal to of the vote of any shareholders of Company or any Subsidiaryforegoing. Each Stockholder hereby represents that, as of the Company date hereof, it is not engaged in any discussions or negotiations with respect to any Takeover Proposal and its Subsidiaries will agrees immediately to cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons person conducted prior to or on the Agreement Date heretofore with any person other than Parent with respect to any Acquisition possible Takeover Proposal. If any Company Representative, whether in his or her capacity as and will take the necessary steps to inform its Affiliates and Representatives of the obligations undertaken by such or in any other capacity, takes any action that the Company is obligated Stockholder pursuant to this Agreement, including this Section 6.1 to cause such Company Representative not to take, then the Company 4.03. Each Stockholder also agrees that any violation of this Section 4.03 by any of its Affiliates or Representatives shall be deemed for all purposes to be a violation by such Stockholder of this Agreement to have breached this Section 6.14.03.

No Solicitation. From and Each of the RRF Parties agrees that it will not, after the Agreement Date until date hereof and prior to the Closing or date of termination of this Agreement pursuant to Article VIIIAgreement, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders willseek, nor will any of them authorize directly or through agents, representatives or affiliates, or permit any of its officers or directors to seek (whether in their capacity as officers or directors or in their individual capacities) or otherwise solicit or encourage the initiation of inquiries or proposals from any person or persons (other than the ISH Parties or any of them) to purchase all or a substantial portion of the assets of any of the RRF Parties or all or a substantial portion of the capital stock or other securities of any of the RRF Parties or any of their respective officers, directors, affiliates, shareholders or employees for any of the RRF Parties or any investment banker, attorney of their respective affiliates to purchase in one or more related transactions the capital stock or other advisor securities or representative retained by assets of persons (other than the ISH Parties or any of them (all them) whereby any of the foregoing collectively being RRF Parties would issue (or commit to issue) shares of its capital stock or other securities or to effect a consolidation or merger or other business combination or recapitalization (other than the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce transactions comprising the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Formation)(an "Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary"). Each of the Company and its Subsidiaries will The RRF Parties shall immediately cease and cause to be terminated any and all existing activitiesdiscussions and negotiations, discussions or negotiations if any, with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal (other than the ISH Parties or any of them). Nothing contained in this Section 8(i) shall prevent the Board of Trustees of RRF from considering, negotiating, approving and recommending to shareholders of RRF a bona fide Acquisition Proposal not solicited, directly or indirectly, in violation of this Agreement, provided the Board of Trustees determines in good faith that it is required to do so in order to discharge properly its fiduciary duties. RRF shall immediately notify the ISH Parties after receipt of any Acquisition Proposal (whether written or oral), or any modification of or amendment to any Acquisition Proposal, or any request for any nonpublic information relating to the RRF parties or any of them in connection with any Acquisition Proposal or for access to the properties, books or records of the RRF Parties or any of them by any person or entity that informs the Board of Trustees or management of RRF or of any of the RRF Parties that it is considering making or has made an Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that Such notice to the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company ISH Parties shall be deemed for all purposes made orally and in writing and shall indicate whether RRF is providing or intends to provide the person making the Acquisition Proposal with access to information concerning the RRF Parties or any of them, the identity of the person making the Acquisition Proposal and the terms and conditions of the transaction contemplated by the Acquisition Proposal. Notwithstanding the foregoing, RRF shall not be obligated to inform the ISH Parties of any unsolicited inquiry received by it in respect of an Acquisition Proposal if such inquiry is preliminary in nature and RRF responds to such inquiry by advising the inquiring party that RRF is in exclusive negotiations regarding the transaction contemplated by this Agreement to have breached this Section 6.1Agreement.

No Solicitation. From and after (a) During the period from the Agreement Date and continuing until the Closing or earlier of the termination of this Agreement pursuant to Article VIIIand the Effective Time, neither the Company nor any of its Subsidiaries nor any of will not, and the Company Shareholders will, nor will any of them not authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) its Representatives to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to, or that could reasonably be expected to lead to, any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders Company Securityholders or (vi) enter into any other transaction or series of Company transactions not in the ordinary course of business consistent with past practice, the consummation of which would impede, interfere with, prevent or any Subsidiary. Each delay, or would reasonably be expected to impede, interfere with, prevent or delay, the consummation of the Merger or the other Transactions. The Company will, and will cause its Subsidiaries will Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Acquirer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Acquirer and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representativeof the Company’s Representatives, whether in his his, her or her its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 5.2 not to cause authorize or permit such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.15.2. (b) The Company shall immediately (but in any event, within 24 hours) notify Acquirer orally and in writing after receipt by the Company (or, to the knowledge of the Company, by any of the Company’s Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for non-public information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquirer and its Representatives. Such notice shall describe (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (B) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company shall keep Acquirer fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Acquirer a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide Acquirer with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Board) of any meeting of the Board at which the Board is reasonably expected to discuss any Acquisition Proposal.

No Solicitation. From (a) The Company will not, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them not authorize or permit any of their respective its directors, officers, directorsemployees, affiliates, shareholders stockholders or employees Affiliates or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, Proposal or (v) submit any Acquisition Proposal to the vote of any shareholders securityholders of Company. The Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 5.2 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.15.2. (b) The Company shall promptly (but in any event, within 24 hours) notify Parent in writing after receipt by the Company (or, to the knowledge of the Company, by any of the Company Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for nonpublic information relating to the Company or its Subsidiaries or for access to any of the properties, books or records of the Company or its Subsidiaries by any Person or Persons other than Parent that would reasonably be expected to lead to an Acquisition Proposal. Such notice shall describe (1) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (2) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company shall keep Parent fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Parent a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Company shall provide Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Board of Directors of the Company) of any meeting of the Board of Directors of the Company at which the Board of Directors of the Company is reasonably expected to discuss any Acquisition Proposal.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIIThe Company shall not, neither the Company nor shall it permit any of its Subsidiaries to, nor shall the Company or any of the Company Shareholders will, nor will any of them its Subsidiaries authorize or permit any of their respective officers, directors, affiliates, shareholders agents or employees or representatives (including any investment banker, attorney or other advisor or representative accountant retained by the Company or any of them (all of the foregoing collectively being the “Company Representatives”its Subsidiaries) to, directly or indirectly, : (i) solicit, initiate, seek, entertain, solicit or initiate or knowingly encourage, facilitate, support facilitate or induce any inquiry with respect to, or the making, submission or announcement of of, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue engage in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public nonpublic information with respect to, or take any other action regarding, to knowingly encourage or facilitate any inquiry, expression inquiries or the making of interest, any proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, an any Acquisition Proposal, (iii) agree to, accept, approve, endorse endorse, recommend or recommend (make or publicly propose authorize any statement, recommendation or announce any intention or desire to agree to, accept, approve, endorse or recommend) solicitation in support of any Acquisition Proposal, (iv) withdraw, amend or modify, or propose to withdraw, amend or modify, in a manner adverse to Parent its recommendation in favor of the adoption of the Agreement by the stockholders of the Company or (v) execute or enter into into, or propose to execute or enter into, any letter of intent or similar document or any other Contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition ProposalProposal or transaction contemplated thereby, except in the case of clauses (ii), (iii), (iv) or (v) submit any Acquisition Proposal to the vote of any shareholders of Company extent expressly permitted by Sections 5.3(c) or any Subsidiary(d). Each of the The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations (including, without limitation, any such activities, discussions or negotiations conducted by affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative) of the Company or any of its Subsidiaries) with any Persons third parties conducted prior to or on the Agreement Date heretofore with respect to consideration of any Acquisition Proposal. If The Company will exercise any Company Representative, whether in his rights under any confidentiality or her capacity as non-disclosure agreements with any such third parties to require the return or in any other capacity, takes any action that destruction of non-public information provided prior to the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes date of this Agreement by the Company, its Subsidiaries or their agents and representatives to have breached this Section 6.1any such third parties.

No Solicitation. From and after Until the Agreement Date until earlier of the Closing Effective Time or the date of termination of this Agreement pursuant to Article VIIIthe provisions of Section 9.1 hereof, neither the Company will not take, nor will the Company permit any of the Company's officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, Affiliates or Associates (collectively, "Representatives") to (directly or indirectly) take any of the following actions with any Person other than Acquiror, Merger Sub and their designees: (a) solicit, encourage, initiate, entertain, accept receipt of, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer or proposal, oral, written or otherwise, formal or informal (a "Competing Proposed Transaction"), with respect to any possible Business Combination with the Company or any of its Subsidiaries nor Subsidiaries, (b) provide information with respect to the Company to any Person, other than Acquiror or Merger Sub, relating to (or which the Company believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company or any Subsidiary of the Company Shareholders will(whether such Subsidiaries are in existence on the date hereof or are hereafter organized), nor will (c) agree to, enter into a Contract with any Person, other than Acquiror or Merger Sub, providing for, or approve a Business Combination with the Company or any Subsidiary (whether such Subsidiaries are in existence on the date hereof or are hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of them any possible Business Combination with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or are hereafter organized) other than by Acquiror or Merger Sub, or (e) authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected Company's Representatives to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of such action. The Company or any Subsidiary. Each of the Company and its Subsidiaries will shall immediately cease and cause to be terminated any and all existing activities, discussions such contacts or negotiations with any Persons conducted Person relating to any such transaction or Business Combination. In addition to the foregoing, if the Company receives prior to the Effective Time or on the termination of this Agreement Date any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to any Acquisition Proposal. If any Company Representativeto, whether in his or her capacity as such or in any other capacitya Competing Proposed Transaction, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall immediately notify Acquiror thereof and provide Acquiror with the details thereof, including the identity of the Person or Persons making such offer or proposal, and will keep Acquiror fully informed on a current basis of the status and details of any such offer or proposal and of any modifications to the terms thereof; PROVIDED, HOWEVER, that this provision shall not in any way be deemed to limit the obligations of the Company and its Representatives set forth in the previous sentence. Each of the Company and Acquiror acknowledge that this Section 5.2 was a significant inducement for all purposes of Acquiror to enter into this Agreement and the absence of such provision would have resulted in either (i) a material reduction in the merger consideration to have breached be paid to the stockholders of the Company or (ii) a failure to induce Acquiror to enter into this Section 6.1Agreement.

No Solicitation. From (a) The Company shall not, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them shall not authorize or permit any of their respective its Subsidiaries to, directly or indirectly, and shall cause its and each of its Subsidiaries’ officers, directors, affiliatesemployees, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) advisors and agents not to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support initiate or induce the making, submission or announcement of encourage any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Company Acquisition Proposal, (ii) enter into, participate in, maintain provide any information or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available data to any Person relating to or in connection with or in response to a Company Acquisition Proposal or an inquiry or indication of interest that could lead to a Company Acquisition Proposal, engage in any non-public information with respect todiscussions or negotiations concerning a Company Acquisition Proposal, or otherwise take any other action regarding, to facilitate any inquiry, expression of interest, proposal effort or offer that constitutes, attempt to make or would reasonably be expected to lead to, an implement a Company Acquisition Proposal, (iii) approve, recommend, agree to, to or accept, or propose publicly to approve, endorse recommend, agree to or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Company Acquisition Proposal, or (viv) submit approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Company Acquisition Proposal to Proposal. Without limiting the vote foregoing, any violation of the restrictions set forth in the preceding sentence by any shareholders of the Company’s Subsidiaries or any of the Company’s or the Company Subsidiaries’ officers, directors, employees, agents or representatives (including any investment banker, attorney or accountant retained by the Company or any Subsidiarythe Company’s Subsidiaries) shall be a breach of this Section 4.2(a) by the Company. Each of the The Company and its Subsidiaries agrees that it will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than Parent and its affiliates) conducted prior to or on the Agreement Date heretofore with respect to any Company Acquisition Proposal. If any . (b) Nothing contained in Section 4.2(a) shall prevent the Company Representativeor the Company Board from, whether in his or her capacity as such or prior to the adoption of this Agreement by the holders of Company Common Stock, engaging in any other capacitydiscussions or negotiations with, takes or providing any information to, any Person, if and only to the extent that (i) the Company receives from such Person a Company Acquisition Proposal (which is not withdrawn), which was not solicited in violation of Section 4.2(a); (ii) the Company complies with Section 4.2(d); (iii) at least two Business Days prior to commencing discussions or providing any information or data to such Person, the Company provides Parent with written notice advising Parent that the Board of Directors of Company has received a Company Acquisition Proposal; (iv) following such two Business Days and prior to commencing discussions or providing information to such Person, the Company Board concludes in good faith (after taking into account the advice of outside legal and financial advisors) that (A) such action is required by Law to comply with the Board’s fiduciary duties, and (B) such a Company Acquisition Proposal would reasonably be expected to result in a Company Superior Proposal; (v) following such two Business Days and prior to providing any information or data to such Person, the Company Board receives from such Person an executed confidentiality agreement containing terms no less restrictive on such Person than the terms contained in the Confidentiality Agreement at the time the Company and Parent entered into such Confidentiality Agreement; and (vi) the Company provides Parent with written notice advising Parent that the Company is obligated Board has determined that such Company Acquisition Proposal would reasonably be expected to result in a Company Superior Proposal. Any action pursuant to this Section 6.1 4.2(b) shall not constitute a breach of the Company’s representations, warranties, covenants or agreements contained in this Agreement. (c) Nothing in this Agreement shall prohibit the Company from taking and disclosing to cause its shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company’s shareholders if the Company Board (after taking into account the advice of outside legal advisors), concludes that its failure to do so would be inconsistent with its fiduciary duties to the Company’s shareholders under applicable Law. (d) The Company shall promptly (and in no event later than 24 hours after receipt of any Company Acquisition Proposal, any inquiry or indication of interest that could lead to a Company Acquisition Proposal or any request for information) advise Parent orally and in writing of any Company Acquisition Proposal, any inquiry or indication of interest that could lead to a Company Acquisition Proposal or any request for information relating to the Company or any of its Subsidiaries (including the identity of the Person making or submitting such Company Representative Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the period prior to Closing. The Company shall keep Parent fully informed with respect to the status of any such Company Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto. (e) The Company agrees not to takerelease or permit the release of any Person from, then or waive or permit the waiver of any provision of, any confidentiality, “standstill” or similar agreement to which the Company shall or any of its Subsidiaries is a party, and will use its commercially reasonable efforts to enforce or cause to be deemed for all purposes enforced each such agreement at the request of Parent. The Company also will, promptly after signing this Agreement, request each Person (other than Parent) that has executed, within 12 months prior to the date of this Agreement Agreement, a confidentiality agreement in connection with its consideration of a possible acquisition of the Company or equity investment to have breached this Section 6.1return all confidential information heretofore furnished to such Person by or on behalf of the Company or any of its Subsidiaries.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither (a) Neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of the Company Shareholders will, nor will any of them its Subsidiaries authorize or permit any of its or their respective officersRepresentatives to, directorsand the Company shall instruct, affiliatesand cause each applicable Subsidiary to instruct, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) each such Representative not to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support initiate or induce knowingly take any action to facilitate or encourage the making, submission of any Acquisition Proposal or announcement the making of any inquiry, expression of interest, offer or proposal or offer that constitutes, or would reasonably be expected to lead to any Acquisition Proposal, or, subject to Section 6.03(b), (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, an afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, any Acquisition Proposal, (ii) enter into, participate in, maintain (A) amend or continue grant any communications waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (except solely to provide written notice as to the existence of these provisionsB) or negotiations regardingapprove any transaction under, or deliver or make available to any Person any non-public information with respect toThird Party becoming an “interested stockholder” under, or take any other action regarding, any inquiry, expression Section 203 of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition ProposalDelaware Law, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or any other Contract contemplating or otherwise relating to any Acquisition ProposalProposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, or (viv) submit resolve, propose or agree to do any Acquisition Proposal to of the vote foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any shareholders Subsidiary of the Company or Representatives of the Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes to be a breach of this Agreement to have breached this Section 6.1.6.03

No Solicitation. (a) From and after the Agreement Date until the Closing or termination date of this Agreement pursuant to Article VIIIAgreement, neither the Company nor will, and will cause its Subsidiaries and use reasonable best efforts to cause its Representatives to, immediately cease, and cause to be terminated, any solicitation, encouragement, discussion or negotiation with any Person conducted heretofore by the Company or any of its Subsidiaries nor or any of its or their Representatives with respect to any Competing Proposal or any indication of interest that would or would reasonably be expected to lead to a Competing Proposal. (b) From and after the date of this Agreement and except as otherwise specifically provided for in this Section 6.3 the Company Shareholders willwill not, nor and will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) cause its Subsidiaries and use reasonable best efforts to cause its Representatives not to, directly or indirectly, (i) solicit, initiate, seeksolicit or knowingly encourage or knowingly facilitate (including by way of furnishing or affording access to any non-public information) any inquiries, entertainproposals or offers regarding, encourageor the making of a Competing Proposal, facilitate(ii) conduct, support participate or induce engage in any discussions or negotiations with any Person with respect to a Competing Proposal, (iii) furnish or provide any non-public information or data regarding the makingCompany or its Subsidiaries, submission or announcement access to the properties, assets or employees of the Company or its Subsidiaries, to any inquiryPerson except in the ordinary course of business consistent with past practice (and, expression in any event, not in connection with or in response to a Competing Proposal or any indication of interest, proposal or offer interest that constitutes, would or would reasonably be expected to lead to, an Acquisition to a Competing Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal), (iv) enter into any letter of intent or any agreement in principle, or other Contract contemplating or otherwise relating to any Acquisition Proposalagreement providing for a Competing Proposal (other than a confidentiality agreement as provided in Section 6.3(e)(ii)), or (v) submit any Acquisition Proposal to resolve, agree or publicly propose to, or permit the vote of any shareholders of Company or any Subsidiary. Each of its Subsidiaries or any of its or their Representatives to agree or publicly propose to take any of the actions referred to in this Section 6.3(b). (c) Unless specifically permitted by Section 6.3(e), the Company shall not (i) fail to include the Company Board Recommendation in the Joint Proxy Statement, (ii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (iii) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal or (iv) fail to announce publicly within 10 Business Days after a tender or exchange offer relating to any Company Common Stock shall have been commenced that the Company Board recommends rejection of such tender or exchange offer and reaffirms the Company Board Recommendation (the taking of any action described in this Section 6.3(c) being referred to as a “Company Change of Recommendation”). (d) From and after the date of this Agreement, the Company shall advise Parent as promptly as practicable (but in any event within 48 hours) of the receipt by the Company of any Competing Proposal made on or after the date of this Agreement or any request for non-public information or data relating to the Company or any of its Subsidiaries made by any Person that has made or informs the Company that it is considering making a Competing Proposal or any request for discussions or negotiations with the Company or a Representative of the Company relating to a Competing Proposal, and, in respect of each such Competing Proposal, the Company shall provide to Parent as promptly as practicable (but in any event within such 48 hour timeframe) either (A) a copy of any such Competing Proposal made in writing provided to the Company or any of its Subsidiaries or (B) a written summary of the material terms of such Competing Proposal (including the identity of the Person making such Competing Proposal). The Company shall keep Parent reasonably informed of the status and material terms and conditions of each such Competing Proposal and any material modification or proposed modification thereto, and shall promptly (and in no event later than 24 hours after transmittal or receipt), provide Parent with copies of any material correspondence and, with respect to material oral communications, a written summary of such correspondence or communications, between: (x) on the one hand, the Company or any of their Representatives; and (y) on the other hand, the Person that made or submitted such Competing Proposal or any Representative of such Person. The Company agrees that neither it nor any of its Subsidiaries or Affiliates has entered into or shall enter into any agreement with any Person (including any confidentiality agreement contemplated by this Section 6.3) that prohibits the Company from either providing any information to Parent in accordance with this Section 6.3 or otherwise complying with any of its obligations pursuant to this Section 6.3. The Company shall (x) not release or permit the release of any Person from, or amend, waive or permit the amendment or waiver of any provision of, any “standstill” or similar agreement or provision to which the Company or any of its Subsidiaries or its Affiliates is or becomes a party or under which any the Company or any of its Subsidiaries or Affiliates has any rights, and (y) use its reasonable best efforts to enforce each such agreement or provision. (e) Notwithstanding anything in this Agreement to the contrary, the Company, directly or indirectly through one or more of its Representatives, may: (i) to the extent applicable, comply with Rule 14e-2(a), Item 1012(a) of Regulation M-A and Rule 14d-9 promulgated under the Exchange Act; provided, however, that none of the Company, the Company Board or any committee thereof shall, except as expressly permitted by Section 6.3(e)(iii) or Section 6.3(e)(v) effect a Company Change of Recommendation in any disclosure document or communication filed or publicly issued or made in conjunction with the compliance with such requirements; (ii) prior to the adoption of this Agreement by the Company’s stockholders, engage in the activities prohibited by Sections 6.3(b) with any Person who has made a bona fide Competing Proposal that did not result from a material breach of Section 6.3 if (A) prior to engaging in any such activities, the Company Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal is, or would or would reasonably be expected to lead to, a Company Superior Proposal and that the failure to engage in such activities would be inconsistent with the Company Board’s duties under applicable Law, and (B) prior to furnishing any non-public information that is prohibited from being furnished pursuant to Section 6.3(b), the Company receives an executed confidentiality and standstill agreement from such Person containing terms that are, in the aggregate, no less favorable to the Company than those contained in the Confidentiality Agreement and otherwise complying with the provisions of this Section 6.3; provided, however, that the Company shall promptly provide to Parent any information concerning the Company provided to any other Person in connection with a Competing Proposal that was not previously provided to the Parent; (iii) prior to the adoption of this Agreement by the Company’s stockholders, in response to a bona fide Competing Proposal that did not result from a material breach of this Section 6.3, if the Company Board (or any committee thereof) so chooses, cause the Company to terminate this Agreement pursuant to Section 8.1(d)(i) or effect a Company Change of Recommendation, in each case only after satisfaction of all of the following conditions: (A) the Company Board (or a committee thereof) determines in good faith after consultation with its financial advisors and outside legal counsel that such Competing Proposal is a Company Superior Proposal and that the failure to effect a Company Change of Recommendation would be inconsistent with its duties under applicable Law (taking into account any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Competing Proposal); (B) the Company shall have given notice (a “Company Superior Proposal Notice”) to Parent that the Company has received such proposal, which notice shall include (1) the material terms and conditions of such proposal, (2) complete copies of any written proposal or offers (including proposed definitive agreements providing for the Competing Proposal for such Company Superior Proposal in the form to be entered into and any other relevant proposed transaction agreements), (3) the identity of the Person making such Competing Proposal, and (4) the Company’s statement that the Company intends to take such action at the end of the Negotiation Period; (C) during the Negotiation Period, the Company shall, and shall cause its Representatives to, (1) negotiate with Parent and its Representatives in good faith, to the extent Parent wishes to negotiate and so long as Parent and its Representatives negotiate in good faith, to make such adjustments to the terms and conditions of this Agreement so that such Company Superior Proposal ceases to constitute a Company Superior Proposal and (2) keep Parent and its Representatives reasonably informed with respect to the status and changes in the material terms and conditions of such Competing Proposal or other change in circumstances related thereto; provided, however, that each time material modifications to the financial terms of a Competing Proposal determined to be a Company Superior Proposal are made the Negotiation Period shall be extended for 24 hours after Parent’s receipt of written notification of such modifications; and (D) the Company Board shall have considered all revisions to the terms of this Agreement irrevocably offered in writing by Parent and, at the end of the Negotiation Period, shall have determined in good faith that (1) such Competing Proposal continues to constitute a Company Superior Proposal even if such revisions were to be given effect and (2) the failure to effect a Company Change of Recommendation would be inconsistent with its duties under applicable Law; (iv) prior to the adoption of this Agreement by the Company’s stockholders, seek clarification from (but not engage in negotiations with or provide non-public information to) any Person that has made a Competing Proposal solely to clarify and understand the terms and conditions of such proposal to provide adequate information for the Company Board or any committee thereof to make an informed determination under Section 6.3(e)(ii); and (v) prior to the adoption of this Agreement by the Company’s stockholders, in response to a Company Intervening Event, if the Company Board (or any committee thereof) so chooses, cause the Company to effect a Company Change of Recommendation, in each case only after satisfaction of all of the following conditions: (A) the Company Board (or a committee thereof) determines in good faith after consultation with its financial advisors and outside legal counsel that the failure to effect the Company Change of Recommendation would be inconsistent with its duties under applicable Law; (B) the Company shall have given notice (a “Company Change of Recommendation Notice”), which notice shall include (1) a description of the reasons for the Company Change of Recommendation and (2) the Company’s statement that the Company intends to take such action at the end of the Negotiation Period; (C) during the Negotiation Period, the Company shall, and shall cause its Representatives to, negotiate with Parent and its Representatives in good faith, to the extent Parent wishes to negotiate and so long as Parent and its Representatives negotiate in good faith, to make such adjustments to the terms and conditions of this Agreement in such a manner that would obviate the need to effect a Company Change of Recommendation; and (D) the Company Board shall have considered all revisions to the terms of this Agreement irrevocably offered in writing by Parent and, at the end of the Negotiation Period, shall have determined in good faith that such Company Intervening Event remains in effect and the failure to effect the Company Change of Recommendation in response to such Company Intervening Event would be inconsistent with its duties under applicable Law, even if such revisions were to be given effect. (f) Notwithstanding anything in this Agreement to the contrary, the Company may inform any Person of the existence of the provisions of this Section 6.3. (g) The Company shall use its reasonable best efforts to inform all Representatives of such Company and its Subsidiaries will immediately cease and cause Affiliates of the restrictions described in this Section 6.3. Notwithstanding anything to be terminated the contrary in this Section 6.3, any and all existing activitiesaction, discussions or negotiations with any Persons conducted prior failure to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representativetake action, whether in his or her capacity as such or in any other capacity, takes any action that is taken by a Representative of the Company is obligated pursuant to or any of its Subsidiaries or Affiliates that, if taken by the Company would have been a breach of this Section 6.1 to cause such Company Representative not to take6.3, then the Company shall be deemed for all purposes to be a breach of this Agreement to have breached this Section 6.16.3 by the Company.

No Solicitation. From (a) The Company shall not, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of shall cause its Subsidiaries nor any of the Company Shareholders willnot to, nor will any of them and shall not authorize or permit any of their respective its and its Subsidiaries’ directors, officers, directorsemployees, affiliatesadvisors and investment bankers (with respect to any Person, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the Persons are referred to herein as such Person’s “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce knowingly encourage the making, submission or announcement of any inquiryinquiries, expression or the making of interest, any proposal or offer offer, that constitutes, constitutes a Takeover Proposal or would that could reasonably be expected to lead to, an Acquisition to any Takeover Proposal, or, subject to Section 6.04(b), (iii) enter intoconduct, participate engage in, maintain or continue otherwise participate in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regardingregarding a Takeover Proposal or otherwise cooperate with or knowingly assist, facilitate or encourage any such discussions or negotiations, or deliver or make available to any Person provide any non-public information with respect toor data to any Person relating to the Company or any of its Subsidiaries, or take afford to any other action regardingPerson access to the business, properties, assets, books or records or personnel of the Company or any of its Subsidiaries (except to notify such Person of the existence of the provisions of this Section 6.04), (ii) approve or recommend, or publicly propose to approve or recommend, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Takeover Proposal, (iii) agree togrant any waiver, acceptamendment or release under any standstill or confidentiality agreement, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any agreement in principle, letter of intent intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or any other Contract contemplating or otherwise similar definitive agreement relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Except as set forth in Section 6.04(b), neither the Company Board nor any committee thereof shall withdraw, amend, modify or materially qualify in a manner adverse to Parent or Merger Sub, or fail to make the Company Board Recommendation, or recommend a Takeover Proposal, or (v) submit make any Acquisition Proposal public statement inconsistent with the Company Board Recommendation, or resolve or agree to the vote of take any shareholders of Company or any Subsidiary. Each of the foregoing actions (any of the foregoing, a “Company Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries will to cease immediately cease and cause to be terminated terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations negotiations, if any, with any Persons third party conducted prior to or on the Agreement Date date hereof with respect to any Acquisition Proposal. If Takeover Proposal until such time, if any, as this Agreement is terminated in accordance with its terms. (b) Notwithstanding anything to the contrary contained in this Agreement, prior to the Offer Closing, the Company Board, directly or indirectly through any Company Representative, whether may if neither the Company nor its Subsidiaries, nor their respective Representatives, are in his breach of this Section 6.04, (i) participate in negotiations or her capacity as discussions with any third party that has made (and not withdrawn) an unsolicited Takeover Proposal that the Company Board believes in good faith, after consultation with outside legal counsel and the Company Financial Advisor, constitutes or is reasonably expected to result in a Superior Proposal, (ii) thereafter furnish to such third party non-public information relating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement, (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, (iv) terminate this Agreement in any other capacityaccordance with the terms of Section 8.04(a), takes and/or (v) take any action that any court of competent jurisdiction orders the Company is obligated pursuant to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (v), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Notwithstanding the foregoing provisions of this Section 6.1 6.04(b), the Company Board may, at any time, so long as it is not in breach of this Section 6.04, withdraw, modify or amend the Company Board Recommendation and terminate this Agreement if the Company Board determines, after consultation with outside legal counsel, that the failure to effect any such withdrawal, modification or amendment would reasonably be expected to cause such Company Representative not to take, then the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law, provided, however, that any disclosure other than (A) a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, (B) an express rejection of any applicable Takeover Proposal, or (C) an express reaffirmation of its recommendation to its stockholders in favor of the Offer and the Merger shall be deemed for all purposes of this Agreement to have breached this Section 6.1be a Company Adverse Recommendation Change; provided, that any disclosure made by the Company other than as set forth in (A) through (C) above shall not be a Company Adverse Recommendation Change if after such disclosure the Company Board expressly publicly reaffirms the Company Board Recommendation within three (3) Business Days following a request from Parent.

No Solicitation. From and after the date of this Agreement Date until the earlier to occur of the Closing or termination of this Agreement pursuant to Article VIIIits terms, neither the Company nor Seller and the Acquired Companies will not, and the Seller and the Acquired Companies will cause its respective directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly (a) solicit or encourage submission of any of Acquisition Proposal (as defined herein) by any person, entity, or group (other than Buyer and its Subsidiaries nor affiliates, agents and representatives) or (b) participate in any discussions or negotiations with, or disclose any information concerning any of the Company Shareholders willSPR Companies to, nor will or afford access to the properties, books or records of any of them authorize the SPR Companies, or permit otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Buyer and its affiliates, agents, and representatives) in connection with any Acquisition Proposal with respect to any of their respective officersthe SPR Companies. For purposes of this Agreement, directorsan “Acquisition Proposal” means any proposal or offer relating to (i) the acquisition of any of the assets or properties of any of the SPR Companies, affiliates(ii) any merger, shareholders consolidation, sale or employees license of substantial assets or similar transactions involving any investment banker, attorney of the SPR Companies or other advisor or representative retained (iii) sales by any of them (all the SPR Companies of any membership or other equity interests of the foregoing collectively being SPR Companies. The Acquired Companies and Seller will immediately cease and cause each of their affiliates to immediately cease any and all existing activities, discussion, or negotiations with any parties conducted heretofore with respect to any of the “Company Representatives”foregoing. Each of the Acquired Companies and Seller will promptly (A) notify Buyer if it or any affiliate receives or becomes aware of any proposal or written inquiry or written request for information in connection with an Acquisition Proposal or potential Acquisition Proposal and (B) notify Buyer of the terms and conditions of any such Acquisition Proposal including the identity of the party making an Acquisition Proposal. In addition, from and after the date of this Agreement, until the earlier to occur of the Closing Date or termination of this Agreement pursuant to its terms, the Acquired Companies and Seller will not, and the Acquired Companies and Seller will cause its directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (i) solicitmake or authorize any public statement, initiate, seek, entertain, encourage, facilitate, recommendation or solicitation in support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of made by any shareholders of Company person, entity or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any group (other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1than Buyer).

No Solicitation. (a) From and after the date of this Agreement Date until the Closing earlier of the time the Company Stockholder Approval is obtained or the termination of this Agreement pursuant to Article VIIIAgreement, neither the Company nor shall immediately cease and cause to be terminated all existing discussions, negotiations and communications, if any, with any Persons with respect to any Acquisition Proposal and shall request that any such Person (and its agents and advisors) in possession of its confidential information about the Company and the Company Subsidiaries that was furnished by or on behalf of the Company to return or destroy all such information. The Company agrees that neither it nor any of the Company Shareholders willSubsidiaries shall, nor will any of them authorize or permit any of their and that it shall direct the Company’s and the Company Subsidiaries’ respective officers, directors, affiliatesemployees, shareholders or employees or agents and representatives, including any investment banker, consultant, attorney or other advisor or representative accountant retained by the Company or any of them Company Subsidiary (all of the foregoing collectively being the “Company collectively, "Representatives”") not to, directly or indirectly, indirectly (i) solicit, initiate, seeksolicit or knowingly encourage (including by way of furnishing information or assistance), entertainor knowingly induce, encourageor take any action that is designed to or could reasonably be expected to facilitate the making of, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, offer or proposal which constitutes or offer that constitutes, or would could reasonably be expected to lead to, an to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regardingwith, or deliver or make available to any Person furnish any non-public information with respect relating to the Company or any of the Company Subsidiaries to, or take otherwise cooperate in any way with any Person (other action regarding, than Parent or any inquiry, expression of interest, proposal its affiliates or offer representatives) that constitutesis seeking to make, or would reasonably be expected to lead tohas made, an Acquisition Proposal, (iii) agree tofail to make, acceptor withdraw or modify in any manner adverse to Parent, the Company Board Recommendation, or recommend, adopt or approve, endorse or recommend (or publicly propose to recommend, adopt or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition ProposalProposal (any of the foregoing in this clause (iii), an "Adverse Recommendation Change"), (iv) except as required by applicable Law, grant (other than to Parent or any of its affiliates or representatives) any waiver or release under any standstill or similar agreement, or (v) enter into any letter of intent or similar document or any other Contract understanding or agreement contemplating or otherwise relating to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal. The Company shall promptly (and in any event within twenty-four hours) notify Parent if (1) any proposals are received by the Company or (2) any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, the Company or any Representative which could reasonably be expected to result in an Acquisition Proposal, which notice shall identify the name of the Person making such proposal or request or seeking such negotiations or discussions and include copies of all correspondence and written materials provided to the Company, any Company Subsidiary or any Representative that describe the terms and conditions of any proposal or request (and any subsequent changes to such terms and conditions) and summaries of any material oral communications addressing such matters. The Company shall promptly inform Parent of any material changes to any Acquisition Proposal. (b) Notwithstanding Section 5.2(a) or any other provision of this Agreement, following the execution of this Agreement but prior to the time the Company Stockholder Approval is obtained (and in no event after the Company Stockholder Approval is obtained), the Company may, subject to compliance with this Section 5.2, furnish information concerning its and the Company Subsidiaries’ respective businesses, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement, dated April 15, 2008, entered into between Parent and the Company (vthe "Confidentiality Agreement") submit any (a copy of which shall be provided to Parent promptly after its execution) and may negotiate and participate in discussions and negotiations (including making counterproposals) with such Person concerning an Acquisition Proposal if, but only if, (x) such Acquisition Proposal provides for consideration to be received by holders of all, but not less than all, of the vote issued and outstanding Shares and is reasonably likely to be consummated promptly; (y) such Person has on an unsolicited basis, and in the absence of any shareholders violation of this Section 5.2 by the Company or any Subsidiary. Each of its Representatives, submitted a bona fide, written proposal to the Company relating to any such transaction which the Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, is, or would reasonably be likely to be, more favorable to the holders of Shares from a financial point of view than the Merger or, if applicable, any proposal by Parent to amend the terms of this Agreement, taking into account all the terms and conditions of such proposal and this Agreement (including the expected timing and likelihood of consummation, and taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal) and which is not conditioned upon obtaining financing or any regulatory approvals beyond or in addition to the types of regulatory approvals required in connection with the transactions contemplated by this Agreement, and (z) in the good faith belief of the Company and its Subsidiaries will immediately cease and cause Board of Directors, after consultation with outside legal counsel to be terminated any and all existing activitiesthe Company, the failure to provide such information or access or to engage in such discussions or negotiations would be reasonably likely to cause the Company Board of Directors’ to violate its fiduciary duties to the Company's stockholders under applicable Law (an Acquisition Proposal which satisfies clauses (x), (y) and (z) being referred to herein as a "Superior Proposal"). The Company shall promptly, and in any event within twenty-four hours, notify Parent of a Company Board of Directors determination that an Acquisition Proposal is or would reasonably be likely to lead to a Superior Proposal, which notice shall include the name of the Person making such Superior Proposal and copies of all correspondence and written materials provided to the Company or any Representative that describes any terms and conditions of any Superior Proposal (and any subsequent changes to such terms and conditions) and summaries of any material oral communications addressing such matters. The Company shall promptly provide to Parent any material non-public information regarding the Company or any Company Subsidiary provided to any other Person which was not previously provided to Parent, such additional information to be provided no later than the date of provision of such information to such other Person. (c) Any violation of this Section 5.2 by any of its Representatives, whether or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company. Notwithstanding the foregoing, it is understood and agreed for purposes of this Agreement that, so long as no actions inconsistent with the Company’s obligations under this Section 5.2 are taken by the Company, its Company Subsidiaries, or their Representatives after the date this Agreement is executed, an Acquisition Proposal shall not be considered to have been solicited as a result of any actions taken prior to the date of this Agreement. In addition, nothing in this Section 5.2 shall prohibit the Company’s outside legal counsel from contacting or otherwise engaging in discussions with any Persons conducted prior Person after the date hereof who has submitted an unsolicited Acquisition Proposal that did not otherwise result from a breach of this Section 5.2 solely for the purpose of clarifying such Acquisition Proposal and any material terms and the conditions thereof so as to assist the Company Board of Directors in determining whether such Acquisition Proposal is or on would reasonably be likely to lead to a Superior Proposal. (d) Prior to the Agreement Date time the Company Stockholder Approval is obtained (and in no event after the Company Stockholder Approval is obtained), neither the Company Board of Directors nor any committee thereof shall (i) make an Adverse Recommendation Change or (ii) authorize the Company to enter into any agreement with respect to any Superior Proposal (an "Acquisition Proposal. If any Company RepresentativeAgreement"), whether in his or her capacity as such or in any other capacity, takes any action that unless and until the Company is obligated shall have delivered to Parent the written notice required by Section 5.2(e) below and all rights of the Parent to propose adjustments to the terms and conditions of this Agreement as set forth in said Section 5.2(e) shall have expired. Any such Adverse Recommendation Change or the entry by the Company into any Acquisition Agreement shall not change the approval of the Company Board of Directors for purposes of causing any state takeover statute or other state Law to be applicable to the Merger, this Agreement and the transactions contemplated hereby. (e) The Company Board of Directors may make an Adverse Recommendation Change and authorize the Company to terminate this Agreement if (i) the Company first provides Parent with written notice that it intends to do so pursuant to this Section 6.1 5.2(e), identifying the Superior Proposal then determined to cause be more favorable and the parties thereto and delivering to Parent a copy of the Acquisition Agreement for such Superior Proposal in the form to be entered into and (ii) within a period of five full Business Days following the delivery of the notice referred to in clause (i) above, Parent shall not have proposed adjustments in the terms and conditions of this Agreement which, after having caused its financial and legal advisors to negotiate with Parent in good faith such proposed adjustments in the terms and conditions of this Agreement, the Company Representative not Board of Directors determines in its good faith judgment (after considering the advice of its financial advisor) to takebe as favorable to the Company's stockholders as such Superior Proposal. If the conditions of the immediately preceding sentence are satisfied in all respects, then the Company shall be deemed for all purposes free to deliver to the Parent, pursuant to this Section 5.2(e) and Section 8.1(d)(i), at least five full Business Days after the Company has provided the notice referred to in clause (i) above, (A) a written notice of termination of this Agreement pursuant to have breached this Section 6.15.2(e) and Section 8.1(d)(i) and (B) within the time specified in Section 8.2(b), a wire transfer of immediately available funds in the amount of the Termination Fee (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 to Parent pursuant to clause (i) above and a new five Business Day period). (f) Nothing contained in this Agreement shall prohibit the Company or the Company Board of Directors from taking and disclosing to its stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making such disclosure to the Company’s stockholders which, in the good faith judgment of the Company Board of Directors, after consultation with outside counsel to the Company, is required by applicable Law or the failure to take such action would cause the Company Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable Law.

No Solicitation. (a) Each of Parent and the Company shall immediately cease any discussions or negotiations with any Person that may be ongoing with respect to a Takeover Proposal and, if applicable, shall seek to have returned to the Company or Parent any confidential information that has been provided in any such discussions or negotiations. From and after the Agreement Date date hereof until the Closing earlier to occur of the Effective Time or the date of termination of this Agreement pursuant to in accordance with Article VIIIVII, neither each of the Company and Parent shall not, nor shall it permit any of its Subsidiaries nor any of the Company Shareholders willto, nor will any of them shall it authorize or permit any of their respective its officers, directors, affiliates, shareholders directors or employees or any Affiliate, investment banker, attorney financial advisor, attorney, accountant or other advisor or representative retained by it or any of them (all of the foregoing collectively being the “Company Representatives”) its Subsidiaries to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing information which has not been previously publicly disseminated), seek, entertain, encourage, or take any other action designed to facilitate, support any inquiry or induce the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that which constitutes, or would may reasonably be expected to lead to, an Acquisition any Takeover Proposal, (ii) enter into any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to any Takeover Proposal (other than an Acceptable Confidentiality Agreement) or (iii) enter into, continue or otherwise participate inin any discussions or negotiations regarding any Takeover Proposal; provided, maintain however, that if, prior to obtaining the Company Stockholder Approval (in the case of the Company) or continue any communications the Parent Stockholder Approval (except solely in the case of Parent), following the receipt of a Superior Proposal or a Takeover Proposal that the Company Board or Parent Board, as applicable, determines in good faith is reasonably expected to provide written notice lead to a Superior Proposal and that in either case was unsolicited and made after the date of this Agreement in circumstances not otherwise involving a breach of this Agreement, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with outside legal counsel, that a failure to take action with respect to such Takeover Proposal would be inconsistent with its fiduciary duties (it being understood that, for all purposes of this Agreement as it relates to Parent, references to fiduciary duties shall include the duties of individual directors under the MGCL) to the existence of these provisionsCompany’s stockholders or Parent’s stockholders, as applicable, under applicable Law, the Company or Parent may, in response to such Takeover Proposal, and subject to compliance with Section 5.4(c), (A) or negotiations regarding, or deliver or make available to any Person any non-public furnish information with respect toto the Company or Parent, as applicable, to the party making such Takeover Proposal pursuant to a confidentiality agreement (an “Acceptable Confidentiality Agreement”) that contains provisions not less favorable to the Company or Parent, as the case may be, than those contained in the Confidentiality Agreement; provided that such Acceptable Confidentiality Agreement need not include a comparable standstill provision if the Company or Parent, as applicable, (x) waives the standstill provisions of the Confidentiality Agreement in favor of the other Party or (y) similarly modifies the standstill provisions of the Confidentiality Agreement applicable to the other Party, and (B) engage in discussions or negotiations with such party regarding such Takeover Proposal. It is agreed that any violation of the restrictions set forth in the preceding sentence by any officers, directors or employees or any Affiliate, investment banker, financial advisor, attorney, accountant or other Representative of each of the Company or Parent, as applicable, or take any other action regardingof their respective Subsidiaries shall be deemed to be a breach of this Section 5.4(a) by the Company or Parent, any inquiryas applicable. (b) Notwithstanding the foregoing, expression prior to receipt of interestthe Company Stockholder Approval, proposal the Company Board, may or, prior to receipt of Parent Stockholder Approval, the Parent Board, may (in each case, subject to compliance with this Section 5.4(b) and to compliance with Sections 5.4(a) and 5.4(c)) effect a Company Adverse Recommendation Change or offer Parent Adverse Recommendation Change, as applicable (each an “Adverse Recommendation Change”) if (and only if): (i) a written Takeover Proposal that constituteswas not solicited in violation of this Agreement is made to the Company or Parent, as applicable, by a third party and such Takeover Proposal is not withdrawn; (ii) the Company Board or would reasonably be expected to lead tothe Parent Board, an Acquisition as applicable, concludes in good faith, after consultation with the Company’s or Parent’s, as applicable, outside financial advisors and outside legal counsel, that such Takeover Proposal constitutes a Superior Proposal, ; (iii) agree tothe Company Board or the Parent Board, acceptas applicable, approveconcludes in good faith, endorse after consultation with the Company’s or recommend (Parent’s, as applicable, outside legal counsel, that the failure to make a Company Adverse Recommendation Change or publicly propose Parent Adverse Recommendation Change would be inconsistent with the exercise of its fiduciary duties to the stockholders of the Company or announce any intention or desire to agree toParent, acceptas applicable, approve, endorse or recommend) any Acquisition Proposal, under applicable Laws; (iv) the board effecting the Adverse Recommendation Change provides the other Party at least two (2) Business Days’ prior written notice of its intention to take such action, which notice shall include the information with respect to such Superior Proposal that is specified in Section 5.4(c), as well as a copy of such Takeover Proposal; (v) during the four (4) Business Days following such written notice (or such shorter period as is specified below), the board effecting the Adverse Recommendation Change and its Representatives have negotiated in good faith with the other party regarding any revisions to the terms of the transactions contemplated hereby proposed by the other party in response to such Superior Proposal; and (vi) at the end of the four (4) Business Day period described in the foregoing clause (v), the Company Board or Parent Board, as applicable, concludes in good faith, after consultation with the Company’s and Parent’s, as applicable, (x) outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed in writing by the other party), that the Takeover Proposal continues to be a Superior Proposal and (y) outside legal counsel, that the failure to make such Company Adverse Recommendation Change or Parent Adverse Recommendation Change would be inconsistent with the exercise by the Company Board or Parent Board of its fiduciary duties to the stockholders of the Company or Parent under applicable Law. Any material amendment or modification to any Superior Proposal will be deemed to be a new Takeover Proposal for purposes of this Section 5.4; provided, however, that the notice period and the period during which the Company Board or Parent Board (as applicable) effecting the Adverse Recommendation Change and its Representatives are required to negotiate in good faith with the other Party regarding any revisions to the terms of this Agreement proposed by the other Party in response to such new Takeover Proposal pursuant to clause (v) above shall expire on the later to occur of (x) two (2) Business Days after the board effecting the applicable Adverse Recommendation Change provides written notice of such new Takeover Proposal to the other Party and (y) the end of the original four (4) Business Day period described in clause (v) above. Nothing in this Section 5.4(b) shall permit any Party or its board to enter into any letter of intent intent, memorandum of understanding, merger agreement or any other Contract contemplating agreement, arrangement or otherwise understanding relating to any Acquisition ProposalTakeover Proposal or Superior Proposal (other than an Acceptable Confidentiality Agreement). Unless this Agreement has been terminated in accordance with Section 7.1, the Company Board and/or Parent Board shall submit this Agreement (and, in the case of the Parent Board, the Parent Stock Issuance) to its stockholders even if the Company Board or (v) Parent Board shall have effected an Adverse Recommendation Change, and the Company Board or Parent Board may not submit any Acquisition Proposal to the vote of their stockholders any shareholders Takeover Proposal other than the transactions contemplated by this Agreement. (c) In addition to the obligations of the Company and Parent set forth in Sections 5.4(a) and 5.4(b), the Company or Parent shall promptly, and in any Subsidiaryevent no later than 24-hours after it receives any Takeover Proposal, advise the other Party orally and in writing of any request for confidential information in connection with a Takeover Proposal or of any Takeover Proposal, the material terms and conditions of such request or Takeover Proposal and the identity of the Person making such request or Takeover Proposal and shall keep the other Party promptly advised of all changes to the material terms of any Takeover Proposal. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activitiesParent, discussions or negotiations with any Persons conducted shall, prior to or on concurrently with the Agreement Date with respect time it is provided to any Acquisition Proposal. If third Persons, provide to the other Party any non-public information concerning the Company Representative, whether in his or her capacity as such or in any other capacity, takes any action Parent and their Subsidiaries that the Company is obligated pursuant or Parent provides (including through its Representatives) to any third Person in connection with any Takeover Proposal that was not previously provided to the other Party. (d) Nothing contained in this Section 6.1 5.4 or Section 5.5, but in all cases subject to cause such Company Representative not to takeSection 5.3(b) or Section 5.3(c), then as applicable, shall prohibit the Company shall Board or the Parent Board from (i) taking and disclosing to their stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act or (ii) making any disclosure to their stockholders if the Company Board or Parent Board determines in good faith, after consultation with the Company’s or Parent’s, as applicable, outside counsel, that the failure to make such disclosure would reasonably be deemed for all likely to be inconsistent with applicable Law; provided, however, that neither the Parent Board, the Company Board nor any committee thereof shall, except as expressly permitted by Section 5.4(b), effect an Adverse Recommendation Change. (e) For purposes of this Agreement to have breached this Section 6.1.Agreement:

No Solicitation. From (a) United will not, and after will cause the Agreement Date until the Closing United Subsidiaries and each officer or termination director of this Agreement pursuant United or any United Subsidiary not to, and will use its reasonable best efforts to Article VIIIcause each controlled Affiliate and any employee, neither the Company nor agent, consultant or representative (including any financial or legal advisor or other representative) of its Subsidiaries nor United, any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees United Subsidiaries or any investment bankersuch controlled Affiliate not to, attorney or other advisor or representative retained by and on becoming aware of it will use its best efforts to stop any of them (all of the foregoing collectively being the “Company Representatives”) such Person from continuing to, directly or indirectly, (i) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, or that would reasonably be expected to lead to, any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transactions involving United or any of the United Subsidiaries that, if consummated, would constitute a Competing Transaction (any of the foregoing inquiries or proposals being referred to herein as a “United Acquisition Proposal”), (ii) solicit, initiate, seekknowingly encourage or participate in any discussions or negotiations regarding, entertainor furnish to any Person any information in connection with, encourageor otherwise cooperate in any way with, facilitateor knowingly facilitate in any way any effort by, support any Person in connection with, any United Acquisition Proposal, or induce the making(iii) enter into any letter of intent, submission memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or announcement of any inquiryother agreement regarding, expression of interest, proposal or offer that constitutesis intended to result in, or would reasonably be expected to lead to, an any United Acquisition Proposal (a “United Acquisition Agreement”). (b) Continental will not, and will cause the Continental Subsidiaries and each officer or director of Continental or any Continental Subsidiary not to, and will use its reasonable best efforts to cause each controlled Affiliate and any employee, agent, consultant or representative (including any financial or legal advisor or other representative) of Continental, any of the Continental Subsidiaries or any such controlled Affiliate not to, and on becoming aware of it will use its best efforts to stop any such Person from continuing to, directly or indirectly, (i) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding, or that would reasonably be expected to lead to, any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer or exchange offer) or similar transactions involving Continental or any of the Continental Subsidiaries that, if consummated, would constitute a Competing Transaction (any of the foregoing inquiries or proposals being referred to herein as a “Continental Acquisition Proposal” and, together with any United Acquisition Proposal, each an “Acquisition Proposal”), (ii) enter intosolicit, initiate, knowingly encourage or participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public information with respect toin connection with, or take otherwise cooperate in any way with, or knowingly facilitate in any way any effort by, any Person in connection with, any Continental Acquisition Proposal, or (iii) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other action agreement regarding, any inquiry, expression of interest, proposal or offer that constitutesis intended to result in, or would reasonably be expected to lead to, an any Continental Acquisition ProposalProposal (a “Continental Acquisition Agreement”). (c) As used in this Agreement, “Competing Transaction” means, with respect to United or Continental, as the case may be (for this purpose, the “Target Party”), any of (i) a transaction, including any tender offer, exchange offer or share exchange, pursuant to which any third Person (or group) other than the other party to this Agreement (the “Non-Target Party”) or such third Person’s Affiliates, or the stockholders of such third Person, directly or indirectly, acquires or would acquire beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 10% or more of the outstanding shares of common stock of the Target Party or of the outstanding voting power of the Target Party (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such common stock or other securities representing such voting power), whether from the Target Party or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, share exchange, consolidation or business combination pursuant to which any third Person or group of Persons (other than the Non-Target Party or its Affiliates) party thereto, or the stockholders of such third Person or Persons, beneficially owns or would beneficially own 10% or more of the outstanding shares of common stock or the outstanding voting power of the Target Party, or, if applicable, any surviving entity or the parent entity resulting from any such transaction, immediately upon consummation thereof, (iii) agree toa recapitalization of Target Party or any of its Subsidiaries or any transaction similar to a transaction referred to in clause (ii) above involving the Target Party or any of its Subsidiaries pursuant to which any third Person or group of Persons (other than the Non-Target Party or its Affiliates) party thereto, acceptor its stockholders, approvebeneficially owns or would beneficially own 10% or more of the outstanding shares of common stock or the outstanding voting power of the Target Party or such Subsidiary or, endorse if applicable, the parent entity resulting from any such transaction immediately upon consummation thereof or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter transaction pursuant to which any third Person or group of intent Persons (other than the Non-Target Party or its Affiliates) directly or indirectly (including by way of merger, consolidation, share exchange, other business combination, partnership, joint venture or otherwise) acquires or would acquire control of assets (including for this purpose the equity securities of, or other ownership interest in, Subsidiaries of the Target Party and securities of the entity surviving any merger or business combination involving any of the Subsidiaries of the Target Party) of the Target Party or any other Contract contemplating of its Subsidiaries representing 10% or otherwise relating more of consolidated revenues, net income, EBITDAR for the last 12 full calendar months or the fair market value of all the assets of the Target Party and its Subsidiaries, taken as a whole, immediately prior to such transaction; provided, however, that no transaction involving solely the acquisition of capital stock or assets of any Acquisition ProposalUnited Subsidiary by United, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries Continental Subsidiary by Continental, will immediately cease and cause be deemed to be terminated any and all existing activitiesa Competing Transaction. Wherever the term “group” is used in this Agreement, discussions or negotiations with any Persons conducted prior to or on it used as defined in Rule 13d-3 under the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1Exchange Act.

No Solicitation. From (a) The Company shall not, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of shall cause its Subsidiaries nor any of the Company Shareholders willnot to, nor will any of them and shall not authorize or permit any of their respective its and its Subsidiaries’ directors, officers, directorsemployees, affiliatesadvisors and investment bankers (with respect to any Person, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the Persons are referred to herein as such Person’s “Company Representatives”) to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.03(b), (i) solicitconduct or engage in any discussions or negotiations with, initiatedisclose any non-public information relating to the Company or any of its Subsidiaries to, seekafford access to the business, entertainproperties, encourageassets, facilitatebooks or records of the Company or any of its Subsidiaries to, support or induce knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal, (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the makingCompany or any of its Subsidiaries or (B) approve any transaction under, submission or announcement any third party becoming an “interested stockholder” under, Section 203 of the DGCL, or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Subject to Section 6.03(b), neither the Company Board nor any committee thereof shall fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, or recommend a Takeover Proposal, fail to recommend against acceptance of any inquirytender offer or exchange offer for the shares of Company Stock within ten (10) Business Days after the commencement of such offer, expression or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of interestthe foregoing actions (any of the foregoing, proposal a “Company Adverse Recommendation Change”). The Company shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not authorize or offer knowingly permit any of its or their Representatives to continue, any and all existing activities or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that constituteswas furnished by or on behalf of the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information. (b) Notwithstanding Section 6.03(a), prior to the receipt of the Requisite Company Vote, the Company Board, directly or indirectly through any Representative, may, subject to Section 6.03(c) (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that the Company Board believes in good faith constitutes or would reasonably be expected to lead to, an Acquisition result in a Superior Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely thereafter furnish to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any such third party non-public information with respect torelating to the Company or any of its Subsidiaries pursuant to an executed confidentiality agreement that constitutes an Acceptable Confidentiality Agreement (a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided for informational purposes only to Parent), or (iii) following receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or (iv) take any other action regardingthat any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (iv), only if the Company Board determines in good faith that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. (c) The Company Board shall not take any of the actions referred to in clauses (i) through (iv) of Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than twenty-four (24) hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry, expression of interest, proposal or offer inquiry that constitutes, or would reasonably be expected to lead to, an Acquisition to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request. The Company shall keep Parent fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide Parent with a list of any non-public information concerning the Company’s business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information. (d) Except as set forth in this Section 6.03(d), the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of the Requisite Company Vote, the Company Board may make a Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement, if: (i) the Company promptly notifies Parent, in writing, at least five (5) Business Days (the “Notice Period”) before making a Company Adverse Recommendation Change or entering into (or causing a Subsidiary to enter into) a Company Acquisition Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall state expressly that the Company has received a Takeover Proposal that the Company Board intends to declare a Superior Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to enter into a Company Acquisition Agreement; (ii) the Company attaches to such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal; (iii) agree the Company shall, and shall cause its Subsidiaries to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire and shall use its reasonable best efforts to agree cause its and its Subsidiaries’ Representatives to, acceptduring the Notice Period, approve, endorse or recommend) any Acquisition negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remains in the Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company Board determines in good faith, after consulting with outside legal counsel, that such Takeover Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by Parent during the Notice Period in the terms and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes conditions of this Agreement to have breached this Section 6.1Agreement.

No Solicitation. (a) The Company shall, and shall cause its Subsidiaries and each of their respective Affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of its Subsidiaries) shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to the possibility or consideration of any Acquisition Proposal. From and after the Agreement Date until the Closing or termination date of this Agreement pursuant to Article VIIIthrough the Effective Time, neither the Company shall not, nor shall it permit any of its Subsidiaries nor any of the Company Shareholders willto, nor will any of them shall it authorize or permit any of their respective officers, its or its Subsidiaries' directors, affiliates, shareholders officers or employees or any investment banker, attorney financial advisor, attorney, accountant or other advisor or representative retained by it or any of them (all of the foregoing collectively being the “Company Representatives”) its Subsidiaries to, directly or indirectlyindirectly through another Person, (i) solicit, initiateinitiate or encourage (including by way of furnishing information or assistance), seek, entertain, encourage, facilitate, support or induce take any other action designed to facilitate or encourage any inquiries or the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that constitutes, or would is reasonably be expected likely to lead to, an any Acquisition Proposal, (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regardingregarding any Acquisition Proposal or (iii) make or authorize any statement, recommendation or solicitation in support of any Acquisition Proposal. Any violation of the foregoing restrictions by any representative of the Company, whether or not such representative is so authorized and whether or not such representative is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Agreement by the Company. (i) Notwithstanding the foregoing, the Board of Directors of the Company shall be permitted, prior to obtaining the Company Stockholder Approval, to engage in discussions and negotiations with, or deliver provide any nonpublic information or make available to data to, any Person any non-public information in response to an unsolicited bona fide written Acquisition Proposal by such Person first made after the date of this Agreement which its Board of Directors concludes in good faith (after consultation with respect to, outside counsel and its financial advisor) constitutes or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead toto a Superior Proposal, if and only to the extent that the Board of Directors of the Company reasonably determines in good faith (after consultation with outside legal counsel) that it is required to do so in order to comply with its fiduciary duties under applicable law and subject to compliance with the other terms of this Section 6.2 and to first entering into a confidentiality agreement having provisions that are no less restrictive to such Person than those contained in the Confidentiality Agreement. (ii) The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt of any Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries by any Person that informs the Company or any of its Subsidiaries that it is considering making, or has made, an Acquisition Proposal, or any inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Acquisition Proposal. Such notice shall be made orally and confirmed in writing, and shall indicate the identity of the Person making the Acquisition Proposal, inquiry or request and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related documentation or correspondence). The Company shall also promptly, and in any event within 24 hours, notify Parent, orally and in writing, if it enters into discussions or negotiations concerning any Acquisition Proposal or provides nonpublic information or data to any Person in accordance with this Section 6.2(b) and keep Parent informed of the status and terms of any such proposals, offers, discussions or negotiations on a current basis, including by providing a copy of all material documentation or correspondence relating thereto. (iii) agree Nothing contained in this Section 6.2 shall prohibit the Company or its Subsidiaries from taking and disclosing to its shareholders a position as required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement. (c) The Company agrees that (i) it will and will cause its Subsidiaries, and its and their officers, directors, agents, representatives and advisors to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company cease immediately and its Subsidiaries will immediately cease and cause to be terminated terminate any and all existing activities, discussions or negotiations with any Persons third parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal. If , and (ii) it will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. (d) Nothing in this Section 6.2 shall (x) permit the Company Representative, whether in his to terminate this Agreement or her capacity as such or in (y) affect any other capacity, takes any action that obligation of the Company is obligated pursuant to under this Section 6.1 to cause such Company Representative not to take, then the Agreement. The Company shall be deemed for all not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (e) For purposes of this Agreement Agreement, the term "Acquisition Proposal" means any inquiry, proposal or offer, filing of any regulatory application or notice (whether in draft or final form) or disclosure of an intention to have breached do any of the foregoing from any Person relating to any (w) direct or indirect acquisition or purchase of a business that constitutes a substantial portion of the net revenues, net income or assets of the Company or any of its Subsidiaries, (x) direct or indirect acquisition or purchase of any class of equity securities representing 10% or more of the voting power of the Company or any of its Subsidiaries, (y) tender offer or exchange offer that if consummated would result in any Person beneficially owning 10% or more of the voting power of the Company, or (z) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, in each case other than the transactions contemplated by this Section 6.1Agreement.

No Solicitation. (a) The Company shall, and shall cause its Subsidiaries and Representatives to, immediately cease and terminate, or cause to be terminated, any and all discussions, solicitations, encouragements or negotiations with any Person conducted heretofore with respect to an Acquisition Proposal and shall promptly request (or, to the extent the Company is contractually permitted to do so, require) the return or destruction of all copies of confidential information previously provided to such parties by or on behalf of the Company, its Subsidiaries or Representatives. From and after the date of this Agreement Date until the Closing earlier of the Effective Time or the termination of this Agreement pursuant in accordance with Section 8.01, subject to Article VIIISection 6.06(b), neither the Company nor any of shall not, and shall cause its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) and Representatives not to, directly or indirectly, (i) solicit, initiate, seekcause, entertain, encourage, facilitate, support knowingly facilitate or induce encourage (including by way of furnishing information) the making, submission or announcement of any inquiryinquiries, expression of interest, proposal proposals or offer offers or any other efforts or attempts that constitutes, constitute or would may reasonably be expected to lead to any Acquisition Proposal, or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or knowingly facilitate or encourage, any such inquiries, proposals, discussions or negotiations, or resolve to or publicly propose to take any of the foregoing actions, (ii) approve or recommend, or resolve to or publicly propose to approve or recommend, any Acquisition Proposal or enter into any merger agreement, agreement-in-principle, letter of intent, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement relating to an Acquisition Proposal or enter into any letter of intent, agreement or agreement-in-principle requiring the Company (whether or not subject to conditions) to abandon, terminate or fail to consummate the Merger or (iii) (A) withdraw, modify or qualify in a manner adverse to Parent or Merger Sub the Company Board Recommendation or the approval or declaration of advisability by the Company Board of this Agreement and the Transactions (including the Merger) or (B) approve or recommend, or resolve to or publicly propose to approve or recommend, any Acquisition Proposal (any action described in clause (A) or (B) being referred to as an “Adverse Recommendation Change”). (b) Notwithstanding anything to the contrary contained in Section 6.06(a), if at any time following the date of this Agreement and prior to obtaining the Company Stockholder Approval, (i) the Company has received from a third party a written, bona fide Acquisition Proposal, (ii) a breach by the Company of this Section 6.06 has not contributed to the making of such Acquisition Proposal, (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (iv) after consultation with its outside counsel, the Company Board determines in good faith that failure to take such action would constitute a breach by the Company Board of its fiduciary duties to the Company Stockholders under applicable Law, then the Company may, subject to clauses (x), (y) and (z) below, (A) furnish confidential information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, however, that the Company (x) will not, and will not allow its Representatives to, disclose any non-public information to such Person unless the Company first enters into an Acceptable Confidentiality Agreement with such Person, (y) will promptly (and in any event within 24 hours) provide to Parent notice of its intention to enter into such Acceptable Confidentiality Agreement and (z) will promptly (and in any event within 24 hours) provide to Parent any and all non-public information delivered to such Person which was not previously provided to Parent. (c) From and after the date of this Agreement and prior to the Effective Time, the Company shall promptly (and in any event within 24 hours) notify Parent, in writing, in the event that the Company or any of its Subsidiaries or Representatives receives (i) any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any request for non-public information in contemplation of an Acquisition Proposal relating to the Company or any of its Subsidiaries or (iii) any inquiry or request for discussions or negotiations regarding any Acquisition Proposal. The Company shall provide Parent promptly (and in any event within 24 hours) with respect to, or take any other action regarding, any inquiry, expression the identity of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an such Person and a copy of such Acquisition Proposal, indication, inquiry or request (iiior, where such Acquisition Proposal is not in writing, a written description of the Company’s understanding of the material terms and conditions of such Acquisition Proposal, indication, inquiry or request), including any modifications thereto. The Company shall keep Parent reasonably informed on a current basis (and in any event no later than 24 hours after the occurrence of any material changes, developments, discussions or negotiations) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) of the status of any Acquisition Proposal, indication, inquiry or request (ivincluding the material terms and conditions thereof and of any material modification thereto), and any material developments, discussions and negotiations, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify Parent in writing if it determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal in accordance with Section 6.06(b) and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. The Company shall not, and shall cause its Subsidiaries and Representatives not to, enter into any letter Contract with any Person subsequent to the date of intent or any other Contract contemplating or otherwise this Agreement that would restrict the Company’s ability to provide such information relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of its Subsidiaries to Parent, and neither the Company and nor any of its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect is currently party to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action Contract that prohibits the Company is obligated pursuant from providing the information relating to the Company or any of its Subsidiaries described in this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.6.06(c)

No Solicitation. From and after The Company agrees that none of the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIICompany, neither the Company nor any of its Subsidiaries nor or any of the Company Shareholders will, nor will Company’s or any of them authorize or permit any of their respective officersits Subsidiaries’ officers and directors shall, directorsand that it shall use all reasonable efforts to cause the Company’s and its Subsidiaries’ other employees, affiliates, shareholders or employees or agents and representatives (including any investment banker, attorney or other advisor or representative accountant retained by the Company or any of its Subsidiaries) not to (and shall not authorize or permit any of them (all of the foregoing collectively being the “Company Representatives”) to), directly or indirectly, : (i) solicit, initiate, seek, entertain, encourage, facilitateknowingly induce any inquiry with respect to, support or induce the making, submission or announcement of of, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue engage in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public nonpublic information with respect to, or take any other action regarding, that is intended to facilitate or encourage any inquiry, expression inquiries concerning or the making of interest, any proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, an any Acquisition Proposal, (iii) agree to, accept, approve, endorse endorse, recommend or recommend make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 5.3(d)), or (iv) execute or enter into, or publicly propose to execute or announce any intention or desire to agree toenter into, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or similar document or any other Contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal, Proposal or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiarytransaction contemplated thereby. Each of the The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations (including, without limitation, any such activities, discussions or negotiations conducted by affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative) of the Company or any of its Subsidiaries) with any Persons third parties conducted prior to or on the Agreement Date heretofore with respect to consideration of any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

No Solicitation. From (i) Parent agrees that it will, and after will cause its Representatives to, immediately cease and cause to be terminated all existing discussions, negotiations and communications with any Persons with respect to any proposal for a merger, consolidation or other business combination resulting in a change of control of Parent or sale of all or substantially all of the Agreement Date until Parent Shares or Parent's assets that would be reasonably likely to (A) materially adversely affect the Closing or termination ability of Parent to consummate the transactions contemplated by this Agreement pursuant without material delay or (B) require a vote of Parent's stockholders prior to Article VIIIthe Parent Stockholders' Meeting (a "Parent Acquisition Proposal"). In addition, neither the Company nor Parent agrees that it will not authorize its employees to continue any of its Subsidiaries nor existing discussions, negotiations or communications with any of the Company Shareholders willPersons with respect to any Parent Acquisition Proposal. (ii) Except as provided in Section 7.2(c), nor Parent will any of them not, and will not authorize or permit any of their respective officers, directors, affiliates, shareholders its Representatives or authorizes its employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (iA) solicit, initiate, seeksolicit or knowingly encourage or knowingly facilitate any inquiries with respect to, entertain, encourage, facilitate, support or induce the making, submission or announcement making of any inquiry, expression of interest, offer or proposal or offer that which constitutes, or would is reasonably be expected likely to lead to, an any Parent Acquisition Proposal, (iiB) enter intointo or participate in negotiations or discussions with, participate inor provide any information or data to, maintain or continue any communications (Person relating to any Parent Acquisition Proposal, except solely to provide written notice as to the existence of these provisions, (C) make or negotiations regardingauthorize any statement, recommendation or solicitation in support of, or deliver or make available to any Person any non-public information with respect to, or take any other action regardingapprove, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Parent Acquisition Proposal, or (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (ivD) enter into any letter of intent or similar document or any other Contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Parent Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each transaction contemplated thereby. (iii) Any violation of the Company and its Subsidiaries foregoing restrictions by any of Parent's Representatives will immediately cease and cause be deemed to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes a breach of this Agreement by Parent, whether or not such Representative is so authorized and whether or not such Representative is purporting to have breached this Section 6.1act on behalf of Parent.

No Solicitation. From (a) The Company shall, and after shall cause its subsidiaries, officers, directors, employees, counsel, investment bankers, financial advisers, accountants, other representatives and agents (collectively, the Agreement Date until the Closing or termination of this Agreement pursuant "Company Representatives") to Article VIII, neither the Company nor any of its Subsidiaries nor any immediately as of the date hereof cease any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal (as defined below). The Company Shareholders willshall not, nor will any of them and shall not authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representative to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing information), seek, entertain, encourage, or take any other action to facilitate, support any inquiries or induce the making, submission or announcement making of any inquiry, expression of interest, proposal or offer that which constitutes, or would may reasonably be expected to lead to, an Acquisition any Takeover Proposal, ; (ii) participate in any discussions or negotiations regarding any Takeover Proposal; or (iii) enter intointo any agreement with respect to any Takeover Proposal; provided, participate inhowever, maintain or continue that, if at any communications (except solely to provide written notice as time prior to the existence Effective Time, the Board of these provisionsDirectors of the Company determines in good faith, in consultation with its legal counsel, that it is necessary to do so in order to comply with its fiduciary duties, the Company may, in response to an unsolicited Takeover Proposal, and subject to compliance with Section 7.2(c), (x) or negotiations regarding, or deliver or make available to any Person any non-public furnish information with respect toto the Company to any person pursuant to a confidentiality agreement and (y) participate in negotiations regarding such Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any Company Representative shall be deemed to be a breach of this Section 7.2(a) by the Company. (b) Neither the Board of Directors of the Company nor any committee thereof shall: (i) withdraw or modify, or take any other action regardingpropose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by such Board of Directors or such committee of this Agreement or the Offer or the Merger; (ii) approve or recommend, or propose to approve or recommend, any Takeover Proposal; or (iii) cause the Company to enter into any agreement with respect to any Takeover Proposal. Notwithstanding the foregoing, in the event that prior to the Effective Time the Board of Directors of the Company determines in good faith, in consultation with its legal counsel as to legal matters, that it is necessary to do so in order to comply with its fiduciary duties, the Board of Directors of the Company may withdraw or modify its approval or recommendation of this Agreement, the Offer and the Merger, approve or recommend a Superior Proposal (as defined below) or cause the Company to enter into an agreement with respect to a Superior Proposal, but in each case only at a time that is after the fifth Business Day following Parent's receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal. (c) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 7.2, the Company shall promptly advise Parent orally of any request for information or of any Takeover Proposal (including the terms of such Takeover Proposal). (d) "Takeover Proposal" means any inquiry, expression of interest, proposal or offer that constitutesfrom any person relating to any: (A) merger, consolidation or would reasonably be expected to lead to, an Acquisition Proposalsimilar transaction involving the Company, (iiiB) agree tosale, acceptlease or other disposition directly or indirectly by merger, approveconsolidation, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating share exchange or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to of assets of the vote of any shareholders of Company or any Subsidiary. Each its subsidiaries outside the ordinary course of business representing 10% or more of the consolidated assets of the Company and its Subsidiaries will immediately cease and cause subsidiaries, (C) issue, sale, or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to be terminated purchase, or securities convertible into, such securities) representing 20% or more of the voting power of the Company or (D) transaction in which any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity person shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of more than 20% of the -26- 31 outstanding Common Stock, in each case, other than the transactions with Parent contemplated by this Agreement. (e) "Superior Proposal" means any other capacitybona fide written offer for a Takeover Proposal to acquire, takes any action directly or indirectly, for consideration consisting of cash and/or securities, more than 20% of the outstanding Common Stock on a fully diluted basis or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment in consultation with a financial advisor of nationally recognized reputation that the Company is obligated consideration offered pursuant to this Section 6.1 such Takeover Proposal is more favorable to cause such Company Representative not to take, then the Company shall be deemed for all purposes Shareholders than the Offer and the Merger from a financial point of this Agreement to have breached this Section 6.1.view. ARTICLE VIII

No Solicitation. From (a) Unless and after the Agreement Date until the Closing or termination of this Agreement pursuant has been terminated in accordance with Section 8.01 (and the payments, if any, required to Article VIIIbe made in connection with such termination have been made), neither the Company nor shall not, and shall not permit any of its Subsidiaries nor any of the Company Shareholders willAffiliates to, nor will any of them authorize or permit any of their respective and shall use commercially reasonable efforts to cause its and its Affiliates’ officers, directors, affiliatesemployees, shareholders or employees or any consultants, representatives and other agents, including, but not limited to, investment bankerbankers, attorney or other advisor or representative retained by any of them attorneys and accountants (all of the foregoing collectively being collectively, the “Company Representatives”) ), not to, directly or indirectly, (i) knowingly encourage, solicit, initiateinitiate or encourage the making of, seek, entertain, encourage, facilitate, support or induce take any other action to knowingly facilitate any inquiries or the making, submission or announcement making of any inquiry, expression of interest, proposal that constitutes or offer that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal, (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) way in discussions or negotiations regardingwith, or deliver furnish or make available to disclose any nonpublic information to, any Person (other than Parent or Purchaser) in connection with any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree towithdraw or modify, acceptor propose to withdraw or modify, approvein a manner adverse to Parent or Purchaser the approval and/or recommendation of the Offer, endorse the Merger or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposalthis Agreement, (iv) approve or recommend, or propose to approve or recommend any Acquisition Proposal or (v) enter into any agreement, letter of intent or any other Contract similar document contemplating or otherwise relating to any Acquisition Proposal; provided, however, that this Section 6.03 shall not prohibit the Company or the Representatives from participating in discussions or negotiations with, or (v) submit furnishing or disclosing nonpublic information to, any Person in response to an unsolicited, bona fide and written Acquisition Proposal that is submitted to the vote Company by such Person after the date of this Agreement and prior to the date any Shares are accepted for payment pursuant to the Offer (and not withdrawn) if (I) none of the Company, any of its Affiliates or any of the Representatives shall have violated in any material respect the provisions of this Section 6.03, (II) a majority of the members of the Company’s Board of Directors determines in good faith, after discussions with its outside counsel and financial advisors, that such Acquisition Proposal is or could reasonably constitute a Superior Proposal, (III) the Company’s Board of Directors determines in good faith, after discussions with its outside counsel, that the failure to take such action is reasonably likely to be inconsistent with its fiduciary duties under applicable Law; (IV) prior to or simultaneously with participating in discussions or negotiations with, or furnishing or disclosing any nonpublic information to, such Person, the Company shall give Parent written notice of the Company’s intention to participate in discussions or negotiations with, or furnish or disclose nonpublic information to, such Person (without identifying such Person), and the Company receives from such Person an executed confidentiality agreement containing terms no less restrictive than the terms of the Confidentiality Agreement, (V) prior to or simultaneously with furnishing or disclosing any nonpublic information to such Person, the Company furnishes such information to Parent (to the extent such information has not been previously delivered or made available by the Company to Parent), and (VI) the Company provides Parent with written notice at least three Business Days prior to any meeting of the Company’s Board of Directors at which the Company’s Board of Directors will consider the approval of any shareholders Superior Proposal and the key terms thereof. In addition, it is understood and agreed that, for purposes of this Section 6.03, 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 and contains a “stop-look-and-listen communication” shall not be deemed a violation of this Section 6.03 or any Subsidiary. Each a basis for termination under Section 8.01. (b) In addition to the obligations of the Company and its Subsidiaries will immediately cease and cause to be terminated set forth in Section 6.03(a), the Company as promptly as practicable shall advise Parent of any and all existing activitiesrequest for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiations with any Persons conducted prior to or on the Agreement Date negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation (but not the identity of any potential acquiror or party to the Acquisition Proposal or any information that might reasonably enable the identification of such party). If The Company shall promptly make available to Parent any nonpublic information the Company Representative, whether in his or her capacity as such or in provided to any other capacityPerson in connection with any Acquisition Proposal that was not previously provided to Parent (but not the identity of any potential acquiror or party to the Acquisition Proposal). (c) The Company, takes its Affiliates and the Representatives shall immediately cease any action discussions or negotiations, if any, with any other parties that may be ongoing as of the Company is obligated pursuant date hereof with respect to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1any Acquisition Proposal.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any (a) Each of the Company Shareholders willand the Seller will not, nor and will any of them not authorize or permit any of their its respective directors, officers, directorsemployees, affiliates, shareholders stockholders or employees Affiliates or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Company/Seller Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote Seller or (vi) enter into any other transaction or series of any shareholders of Company or any Subsidiary. Each transactions not in the ordinary course of the Company’s business, the consummation of which could reasonably be expected to impede, interfere with, prevent or delay the Share Purchase or the other Transactions. The Company and Seller will, and will cause each of its Subsidiaries will own Company/Seller Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Acquiror and its directors, officers, employees, stockholders or Affiliates or any investment banker, attorney or other advisor or representative retained by Acquiror (all of the foregoing collectively being the “Acquiror Representatives”)) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Acquiror and the Acquiror Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company RepresentativeCompany/Seller Representatives, whether in his or her or its capacity as such or in any other capacity, takes any action that the Company is and Seller are obligated pursuant to this Section 6.1 51 to cause such Company Representative Company/Seller Representatives not to take, then then, the Company and Seller shall be deemed for all purposes of this Agreement to have breached this Section 6.15.1. (b) The Company and Seller shall promptly (but in any event, within 24 hours) notify Acquiror orally and in writing after receipt by the Company (or, to the knowledge of the Seller and/or Company, by any of the Company/Seller Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iii) any other written notice that any Person is considering making an Acquisition Proposal, or (iv) any request for nonpublic information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons other than Acquiror and the Acquiror Representatives.

No Solicitation. (a) From and after the Agreement Date until the Closing or termination date of this Agreement pursuant to Article VIIIuntil the Effective Time, neither except as specifically permitted in Section 5.4(d), the Company agrees that neither it nor any of its Subsidiaries nor any of the Company Shareholders willofficers or directors of it or its Subsidiaries shall, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) and that it shall cause its and its Subsidiaries’ Representatives not to, directly or indirectly, : (i) solicit, initiate, seeksolicit or knowingly encourage (including by way of providing information) or facilitate any inquiries, entertainproposals or offers with respect to, encourage, facilitate, support or induce the making, submission or announcement of any inquirythe completion of, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition a Takeover Proposal, ; (ii) enter into, participate in, maintain or continue engage in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regardingwith, or deliver furnish or make available to any Person disclose any non-public information with respect relating to the Company or any of its Subsidiaries to, or take otherwise cooperate with or assist any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Person in connection with a Takeover Proposal, ; (iii) agree towithdraw, accept, modify or amend the Company Board Recommendation in any manner adverse to MergerCo; (iv) approve, endorse or recommend any Takeover Proposal; (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (ivv) enter into any letter of intent intent, agreement in principle, merger agreement, acquisition agreement, option agreement or any other Contract contemplating or otherwise similar agreement relating to a Takeover Proposal; or (vi) resolve, propose or agree to do any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the foregoing. (b) The Company shall, and shall cause each of its Subsidiaries will and Representatives to, immediately cease and cause to be terminated any and all existing activitiessolicitations, discussions or negotiations existing on the date of this Agreement with any Persons conducted Person (other than the parties hereto) that has made or indicated an intention to make a Takeover Proposal. The Company shall promptly inform its Representatives of the Company’s obligations under this Section 5.4. (c) The Company shall notify MergerCo promptly (and in any event no later than the earlier of (1) within 48 hours of receipt or (2) 24 hours prior to taking any action contemplated by this Section 5.4) upon receipt by it or its Subsidiaries (after the Company or its Representatives obtains Knowledge thereof) or Representatives of (i) any Takeover Proposal, (ii) any request for non-public information relating to the Company or any of its Subsidiaries other than requests for information unrelated to a Takeover Proposal or (iii) any inquiry or request for discussions or negotiations regarding any Takeover Proposal. The Company shall notify MergerCo promptly (and in any event no later than the earlier of (1) within 48 hours of receipt or (2) 24 hours prior to taking any action contemplated by this Section 5.4) with the identity of such Person and a copy of such Takeover Proposal, indication, inquiry or request (or, where no such copy is available or the disclosure thereof would cause the Takeover Proposal to be void, a description of the material terms and conditions of such Takeover Proposal, indication, inquiry or request), including any material modifications thereto. The Company shall keep MergerCo reasonably informed on a current basis (and in any event within 24 hours of the occurrence of any material changes, developments, discussions or negotiations) of the status of any such Takeover Proposal, indication, inquiry or request (including the material terms and conditions thereof and of any modification thereto), including, except where the disclosure thereof would cause the Takeover Proposal to be void, furnishing copies of any written revised proposals. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify MergerCo orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning a Takeover Proposal pursuant to Section 5.4(d). The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of this Agreement, and neither the Company nor any of its Subsidiaries is party to any agreement, which prohibits the Company from providing such information to MergerCo. (d) Notwithstanding the foregoing, the Company shall be permitted, if it has otherwise complied with its obligations under this Section 5.4, but only prior to the satisfaction of the condition set forth in Section 6.1(a), to: (i) engage in discussions or negotiations with a Person who has made a written Takeover Proposal not solicited in violation of this Section 5.4 if, prior to taking such action, (A) the Company enters into an Acceptable Confidentiality Agreement Date with such Person and (B) the Company Board determines in good faith (1) after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or is reasonably likely to result in a Superior Proposal and (2) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary obligations to the shareholders of the Company under applicable Laws; (ii) furnish or disclose any non-public information relating to the Company or any of its Subsidiaries to a Person who has made a written Takeover Proposal not solicited in violation of this Section 5.4 if, prior to taking such action, the Company Board determines in good faith (A) after consultation with its financial advisor and outside legal counsel, that such Takeover Proposal constitutes or is reasonably likely to result in a Superior Proposal and (B) after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary obligations to the shareholders of the Company under applicable Laws, but only so long as the Company (x) has caused such Person to enter into an Acceptable Confidentiality Agreement and (y) concurrently discloses the same such non-public information to MergerCo if such non-public information has not previously been disclosed to MergerCo; (iii) withdraw, modify or amend the Company Board Recommendation in a manner adverse to MergerCo or ParentCo (a “Recommendation Change”), if the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary obligations to the shareholders of the Company under applicable Laws; provided that, if such action is in response to or relates to a Takeover Proposal, then the Recommendation Change shall be taken only in compliance with Section 5.4(d)(iv); (iv) in response to a Takeover Proposal not solicited in violation of this Section 5.4 which the Company Board has determined in good faith, after consultation with its outside financial advisor, constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by MergerCo pursuant to the provisos to this paragraph, (x) effect a Recommendation Change or (y) terminate this Agreement to enter into a definitive agreement with respect to any Acquisition such Superior Proposal. If any , such termination to be effective only if in advance of or concurrently with such termination the Company Representative, whether pays the Termination Fee in his or her capacity as such or the manner provided for in any other capacity, takes any action Section 7.6(a); provided that the Company is obligated shall not make a Recommendation Change or terminate this Agreement unless: (1) the Company Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary obligations to the shareholders of the Company under applicable Laws, (2) the Company shall have given MergerCo prompt written notice advising MergerCo of (A) the decision of the Company Board to take such action and (B) the material terms and conditions of the Takeover Proposal, including the identity of the party making such Takeover Proposal and, if available, a copy of the relevant proposed transaction agreements with such party and other material documents, (3) the Company shall have given MergerCo five Business Days (or three Business Days in the event of each subsequent material revision to such Takeover Proposal) after delivery of such notice to propose revisions to the terms of this Agreement (or make another proposal) and shall have negotiated in good faith with MergerCo with respect to such proposed revisions or other proposal, if any, and (4) at the end of such period, the Company Board shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by MergerCo, if any, after consultation with outside legal counsel, that (A) in the case of a Recommendation Change, failure to take such action would be inconsistent with its fiduciary obligations to the shareholders of the Company under applicable Laws and (B) in the case of a termination of this Agreement, that such Takeover Proposal remains a Superior Proposal relative to the Merger, as supplemented by any counterproposals made by MergerCo; provided that, in the event the Company Board does not make the determination referred to in clause (4) of this paragraph but thereafter determines to effect a Recommendation Change or to terminate this Agreement pursuant to this Section 6.1 5.4(d)(iv), the procedures referred to cause such Company Representative in clauses (1) – (4) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or modification. (e) Section 5.4(d) shall not to take, then prohibit the Company Board from disclosing to the shareholders of the Company a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act; provided, however, that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall be deemed for all purposes to be a withdrawal, modification or amendment of the Company Board Recommendation in a manner adverse to MergerCo unless the Company Board (x) expressly reaffirms its recommendation to its shareholders in favor of approval of this Agreement or (y) rejects such other Takeover Proposal. (f) The Company shall not take any action to have breached (i) amend the Company Rights Agreement or redeem the Rights (as defined in the Company Rights Agreement), or (ii) exempt any Person from the restrictions on “business combinations” contained in Section 490.1110 of the IBCA (or any similar provisions) or otherwise cause such restrictions not to apply, in each case, unless such actions are taken simultaneously with a termination of this Section 6.1Agreement in accordance with its terms.

No Solicitation. From and after During the Agreement Date until the Closing or termination term of this Agreement pursuant to Article VIIIAgreement, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders willShareholder shall not, nor will any of them authorize shall he or she permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor adviser or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Shareholder to, directly or indirectly, (i) solicit, initiate, seekencourage (including by providing information or assistance), entertain, encourage, facilitate, support facilitate or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, engage or participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver furnish or make available cause to be furnished to any Person any non-public information with respect to, or take any other action regarding, to facilitate any inquiry, expression inquiries or the making of interest, any offer or proposal or offer that constitutes, or would may reasonably be expected to lead to, an any Acquisition Proposal, (iii) approve, agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in the Exchange Act) with respect to an Acquisition Proposal or otherwise encourage or assist any letter party in taking or planning any action that would reasonably be expected to compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of intent the Merger in accordance with the terms of the Merger Agreement, (v) initiate a shareholders’ vote or action by consent of ANCX’s shareholders with respect to an Acquisition Proposal, (vi) except by reason of this Agreement, become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any other Contract voting securities of ANCX that takes any action in support of an Acquisition Proposal, or (vii) approve, endorse, recommend, agree to or accept, or propose to approve, endorse, recommend, agree to or accept, any Acquisition Agreement contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant (a) Subject to Article VIIISection 5.3(b)-(f), neither the Company agrees that neither it nor any of its Subsidiaries nor any Subsidiary of the Company Shareholders willshall, nor will any of them authorize or permit any of and that it shall direct its and their respective officers, directors, affiliatesemployees, shareholders or employees or agents and representatives, including any investment banker, attorney or other advisor or representative accountant retained by it or any of them its Subsidiaries (all of the foregoing collectively being the “Company Representatives”) not to, directly or indirectly, (i) initiate, solicit, initiateknowingly encourage (including by providing information) or facilitate any inquiries, seekproposals or offers with respect to, entertainor the making or completion of, encouragean Alternative Proposal, facilitate(ii) engage or participate in any negotiations concerning, support or induce provide or cause to be provided any non-public information or data relating to the makingCompany or any of its Subsidiaries in connection with, submission or announcement have any discussions with any person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement relating to any Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or similar agreement of the Company with respect to an Alternative Proposal (except that references in the definition thereof to “20%” shall be deemed to be references to “50%” for purposes of this clause (v)), or (vi) resolve to propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any action of any inquirySubsidiary of the Company or Representative of the Company that would be a violation if taken by the Company shall be deemed to be a breach of this Section 5.3 by the Company. (b) The Company shall, expression shall cause each of interestits Subsidiaries to, proposal and shall direct each of its Representatives to, immediately cease any solicitations, discussions or offer negotiations with any Person (other than the parties hereto) that constituteshas made or indicated an intention to make an Alternative Proposal, in each case that exist as of the date hereof. The Company shall promptly inform its Representatives of the Company’s obligations under this Section 5.3. (c) Notwithstanding anything to the contrary in Section 5.3(a) or (b), at any time prior to satisfying the condition set forth in Section 6.1(a), the Company may, in response to an unsolicited Alternative Proposal which did not result from or arise in connection with a breach of Section 5.3(a) and which the Board of Directors of the Company (acting through its Special Committee) determines, in good faith, after consultation with its outside counsel and financial advisors, (1) may reasonably be expected to lead to a Superior Proposal, and (2) the failure to take action on such unsolicited Alternative Proposal would be inconsistent with its fiduciary obligations to the stockholders of the Company under applicable Laws, (i) furnish non-public information with respect to the Company and its Subsidiaries to the person who has made a written Alternative Proposal and its Representatives pursuant to a customary confidentiality agreement no less restrictive of the other party than the Confidentiality Agreement, and which shall include an acknowledgment by such other party that the Company is obligated to comply with the provisions of Section 5.3(e) hereof, and (ii) participate in discussions or negotiations with such person and its Representatives regarding such Alternative Proposal; provided, however, (i) that Parent shall be entitled to receive an executed copy of such confidentiality agreement prior to or substantially simultaneously with the Company furnishing information to the person making such Alternative Proposal or its Representatives and (ii) that the Company shall simultaneously provide or make available to Parent any material non-public information concerning the Company or any of its Subsidiaries that is provided to the person making such Alternative Proposal or its Representatives which was not previously provided or made available to Parent. (d) Subject to the permitted actions contemplated by Section 7.1(c)(ii), neither the Board of Directors of the Company 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 Recommendation, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Alternative Proposal or (iii) approve or recommend, or publicly propose to approve, endorse or recommend, any Alternative Proposal. Notwithstanding the foregoing, but subject to Section 5.4(b), if, prior to receipt of the Company Stockholder Approval, the Board of Directors of the Company or the Special Committee determines in good faith, after consultation with outside counsel, that failure to so withdraw or modify its Recommendation would be inconsistent with the Board of Directors of the Company’s or the Special Committee’s exercise of its fiduciary duties, the Board of Directors of the Company or any committee thereof may withdraw or modify its Recommendation. (e) The Company promptly (and in any event within 48 hours) shall advise Parent orally and in writing of (i) any Alternative Proposal after the date hereof or indication or inquiry after the date hereof with respect to or that would reasonably be expected to lead to, an Acquisition to any Alternative Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to request after the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any date hereof for non-public information with respect relating to the Company or its Subsidiaries, other than requests for information not reasonably expected to be related to an Alternative Proposal, or (iii) any inquiry or request after the date hereof for discussion or negotiation regarding an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal or indication or inquiry and the material terms of any such Alternative Proposal or indication or inquiry (including copies of any document or correspondence evidencing such Alternative Proposal or inquiry). The Company shall keep Parent reasonably informed on a current basis (and in any event within 48 hours of the occurrence of any changes, developments, discussions or negotiations) of the status (including the material terms and conditions thereof and any material change thereto) of any such Alternative Proposal or indication or inquiry including furnishing copies of any written revised proposals. Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify Parent orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning an Alternative Proposal. The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of this Agreement which prohibits the Company from providing such information to Parent as required by this Section 5.3(e). (f) Nothing contained in this Agreement shall prohibit the Company or take its Board of Directors (or the Special Committee) from (i) disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any other action regardingrequired disclosure to the Company’s stockholders if, any inquiryin the good faith judgment of such Board of Directors (or the Special Committee), expression after consultation and the receipt of interestadvice from its outside counsel, proposal or offer that constitutes, or failure to disclosure such information would reasonably be expected to lead toviolate its obligations under applicable Law; provided, however, that any such disclosure, other than a “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, shall be deemed to be a modification, amendment or withdrawal of the Recommendation for the purposes of Section 5.3(d) unless the Board of Directors of the Company (acting through the Special Committee if such committee still exists) in connection with such communication publicly reaffirms the Recommendation. (g) As used in this Agreement, “Alternative Proposal” shall mean any inquiry, proposal or offer from any Person or group of Persons other than Parent or one of its Subsidiaries for (i) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend acquisition of the Company (or publicly propose any Subsidiary or announce any intention Subsidiaries of the Company whose business constitutes 20% or desire to agree tomore of the net revenues, accept, approve, endorse net income or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each assets of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activitiesSubsidiaries, discussions taken as a whole) or negotiations with any Persons conducted prior to or on (ii) the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or acquisition in any other capacitymanner, takes any action that directly or indirectly, of over 20% of the equity securities, net revenue, net income or consolidated assets of the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to takeand its Subsidiaries, then in each case other than the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1Merger.

No Solicitation. From and after (a) During the period from the Agreement Date and continuing until the Closing or earlier of the termination of this Agreement pursuant to Article VIIIand the Closing, neither Seller will not, and Seller will not authorize or permit the Company nor or any of its Subsidiaries nor any of or the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees Company’s Representatives or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Subsidiary to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiarysecurityholder. Each of the The Company will, and will cause its Subsidiaries will Representatives and each Subsidiary to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal and (B) immediately revoke or withdraw access of any Person (other than Buyer and its Representatives) to any data room (virtual or actual) containing any non-public information with respect to the Company in connection with an Acquisition Proposal and request from each Person (other than Buyer and its Representatives) the prompt return or destruction of all non-public information with respect to the Company previously provided to such Person in connection with an Acquisition Proposal. If any Company Representativeof the Company’s Representatives, whether in his his, her or her its capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 not to cause authorize or permit such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1. (b) Seller shall immediately (but in any event, within 24 hours) notify Buyer orally and in writing after receipt by Seller or the Company (or, to the knowledge of Seller, by any of the Seller’s or the Company’s Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal or (iv) any request for non-public information relating to the Company or for access to any of the properties, books or records of the Company by any Person or Persons considering making or that has made an Acquisition Proposal other than Buyer and its Representatives. Such notice shall describe (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request and (B) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. Seller shall keep Buyer informed on a reasonably current basis of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Buyer a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. Seller shall provide Buyer with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Seller’s Board of Directors) of any meeting of the Seller’s Board of Directors at which the Seller’s Board of Directors is reasonably expected to discuss any Acquisition Proposal. (c) The Company and Seller agree to consent to the assignment to Buyer of the Pandora Media, Inc. Non-Competition Agreements with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇, respectively, dated October 7, 2015 (the “Non-Competition Agreements”) from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the (a) The Company nor any of its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them shall it authorize or permit any of its Subsidiaries or any of its or their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them Representatives to (all of the foregoing collectively being the “Company Representatives”) and shall use its reasonable best efforts to cause such Persons not to), directly or indirectly, indirectly (i) initiate, induce, solicit, initiate, seek, entertain, encourage, facilitate, support knowingly facilitate or induce knowingly encourage (including by way of furnishing non-public information) any inquiry or the making, submission or announcement of any inquiryproposal that constitutes or would reasonably be expected to lead to a Takeover Proposal, expression (ii) approve, adopt or recommend, or propose to approve, adopt or recommend, any Takeover Proposal or enter into any letter of interestintent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to, or that would reasonably be expected to lead to, any Takeover Proposal, (iii) enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement or breach its obligations hereunder, or propose or agree to do any of the foregoing, (iv) fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person or (v) engage in, continue or otherwise participate in any discussions or negotiations regarding, furnish to any Person any information or data with respect to the Company in connection with or in response to, or otherwise cooperate with or take any other action to facilitate any proposal or offer that (A) constitutes, or would reasonably be expected to lead to, an Acquisition any Takeover Proposal or (B) requires the Company to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement. The Company shall, and shall direct each of its Subsidiaries and each agent or representative of any of the foregoing to, immediately cease any discussions, negotiations, or communications with any party with respect to any Takeover Proposal. Notwithstanding the foregoing, prior to the receipt of the Company Shareholder Approval and Minority Approval, the Company or the Special Committee or its Representative may, in response to a bona fide written Takeover Proposal that did not result from a breach of this Section 5.08(a), and subject to compliance with Section 5.08(c): (A) contact the party that submitted such Takeover Proposal to clarify the terms and conditions thereof; and (B) furnish information or data with respect to the Company or any of its Subsidiaries to the Person making such Takeover Proposal and its Representatives pursuant to and in accordance with a customary confidentiality agreement, provided that (i) such confidentiality agreement shall not contain any provisions that would prevent the Company from complying with its obligation to provide the required disclosure to Parent pursuant to Section 5.08(b), and (ii) enter intoall such information provided to such Person has previously been provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such Person; provided, participate inin the case of clause (B), maintain that the Special Committee determines in good faith, by resolution duly adopted by its members after consultation with its outside legal counsel of nationally or continue regionally recognized reputation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve), that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal. The Company shall promptly notify Parent (within two Business Days) in writing of any communications such determination by the Special Committee that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal. The Company shall promptly inform its Representatives of the obligations undertaken in this Section 5.08. Without limiting the foregoing, any violation of the restrictions set forth in this Section 5.08 by any Representative of the Company or any of its Subsidiaries, whether or not such Person is purporting to act on behalf of the Company or any of its Subsidiaries, shall be deemed to be a breach of this Section 5.08 by the Company. (except solely to provide written notice b) As promptly as to practicable after the existence receipt by the Company of these provisions) any Takeover Proposal or negotiations regarding, or deliver or make available to any Person any non-public information inquiry with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition any Takeover Proposal, and in any case within two Business Days after the receipt thereof, the Company shall provide oral and written notice to Parent of (i) such Takeover Proposal or inquiry, (ii) the identity of the Person making any such Takeover Proposal or inquiry, and (iii) agree to, accept, approve, endorse the material terms (including the price) and conditions of any such Takeover Proposal or recommend inquiry (including any amendments or publicly propose or announce modifications thereto). The Company shall keep Parent reasonably informed on a current basis of the status of any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition such Takeover Proposal, (iv) enter into including any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal material changes to the vote terms and conditions thereof, and promptly (but in any event within two Business Days after the receipt thereof) provide Parent with copies of any shareholders all written or e-mail correspondence or other communications and other written materials, and summaries of Company all oral correspondence or any Subsidiary. Each of other communications, sent or provided to or by the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations Representatives in connection with any Persons conducted Takeover Proposal. The Special Committee shall promptly consider in good faith (in consultation with its outside legal counsel of nationally or regionally recognized reputation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve)) any proposed alteration of the terms of this Agreement or the Merger proposed by Parent in response to any Takeover Proposal. The Company shall not take any action to exempt any Person from the restrictions on "business combinations" contained in any applicable Laws or to otherwise cause such restrictions not to apply. (c) Except as permitted by this Section 5.08(c) or Section 5.08(d), neither the Board of Directors nor any committee thereof (including the Special Committee) shall, directly or indirectly, (i) effect a Change in the Company Recommendation or fail to include the Company Board Recommendation in the Proxy Statement, (ii) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary "stop, look and listen" communication by the Board of Directors pursuant to Rule 14d-9(f) of the Exchange Act or (iii) approve any letter of intent, memorandum of understanding, merger agreement or other agreement, arrangement or understanding relating to, or that may reasonably be expected to lead to, any Takeover Proposal. At any time prior to the Company Shareholder Approval and Minority Approval having been obtained, but not after, the Special Committee may, in response to a Superior Proposal or on to an Intervening Event giving rise to a Superior Alternative, effect a Change in the Agreement Date with respect to any Acquisition Proposal. If any Company RepresentativeRecommendation, whether in his or her capacity as such or in any other capacity, takes any action provided that the Special Committee determines in good faith, by resolution duly adopted after consultation with its outside legal counsel of nationally or regionally recognized reputation (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and with its financial advisor of nationally or regionally recognized reputation (including Western Reserve), that the failure to do so would constitute a breach of the Special Committee's fiduciary duties to the shareholders of the Company is obligated under applicable Law; provided, further, that the Special Committee may not effect a Change in the Company Recommendation pursuant to this Section 6.1 5.08(c) unless (i) the Special Committee shall have first provided prior written notice to Parent of its intention to make such Change in the Company Recommendation, at least five (5) Business Days in advance of taking such action, which notice shall include the reasonable details regarding the cause for, and nature of, the Change in the Company Recommendation, and (ii) Parent does not make, after being provided with reasonable opportunity to have good faith negotiations with the Special Committee (to the extent Parent and Merger Sub desire to have such Company Representative not negotiations), within five (5) Business Days of receipt of such notice, an offer that the Special Committee determines, in good faith after consultation with its legal and financial advisors, results in the applicable Takeover Proposal no longer being a Superior Proposal or the applicable Intervening Event no longer giving rise to takea Superior Alternative. In the event of any material revisions to a Superior Proposal, then the Company shall be required to deliver a new notice to Parent and to comply with the requirements of this Section 5.08(c) with respect to such new written notice. (d) Nothing contained in this Section 5.08 shall prohibit the Company, the Board of Directors or the Special Committee from (i) complying with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act in respect of any Takeover Proposal or (ii) making any disclosure to the shareholders of the Company or taking any other action required to comply with applicable Law (including their fiduciary duties thereunder). Any public disclosure by the Company relating to a Takeover Proposal (other than a "stop, look and listen" or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed for all to be a Change in the Company Recommendation unless the Board of Directors expressly publicly reaffirms its approval or recommendation of this Agreement and the Merger in such disclosure, or in the case of a "stop, look and listen" or similar communication, in a subsequent disclosure on or before the earlier of (i) the last day of the ten (10) business day period under Rule 14d-9(f) under the Exchange Act and (ii) two Business Days before the Company Shareholders Meeting. (e) For purposes of this Agreement to have breached this Section 6.1.Agreement:

No Solicitation. From and after the Agreement Date until the Closing or (a) Prior to termination of this Agreement pursuant to Article VIIIX hereof, neither the Company Company, its subsidiaries, if any, or Shareholder shall, nor any of its Subsidiaries nor any of shall the Company Shareholders will, nor will any of them or Shareholder authorize or permit any of their respective officers, directors, affiliates, shareholders directors or employees of, or any investment bankerbankers, attorneys or other agents or representatives retained by or acting on behalf of, the Company, any of its subsidiaries or Shareholder, or authorize any third party to: (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal that constitutes an Acquisition Proposal (as hereinafter defined), (ii) engage or participate in negotiations or discussions with, or furnish any information or data to, or take any other action to, facilitate any inquiries or making any proposal by, any third party relating to an Acquisition Proposal, (iii) enter into any agreement with respect to any Acquisition Proposal or approve an Acquisition Proposal, (iv) negotiate or enter discussions with, or furnish any information to, any third party (a “Potential Acquiror”) with respect to any unsolicited Acquisition Proposal, or (v) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Proposal. In the event that the Company shall receive any Acquisition Proposal, it shall promptly (and in no event later than 48 hours after receipt thereof) furnish to WBSI the identity of the recipient of the Acquisition Proposal and of the Potential Acquiror, the terms of such Acquisition Proposal, and copies of such Acquisition Proposal and all information provided by the Potential Acquiror. The Company and the Shareholder understand and agree that any violation of the restrictions set forth in this Section 8.9 by the Company or any of its subsidiaries or Shareholder, or by any director or officer of the Company or any of its subsidiaries or any financial advisor, attorney or other advisor or representative retained of the Company or any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company, any of its subsidiaries, the Shareholder or otherwise, or any violation of these restrictions by any third party authorized by the Company or the Shareholder to do so, shall be deemed to be a breach of them this Section 8.9 sufficient to enable WBSI to terminate this Agreement pursuant to Article X hereof and seek injunctive and monetary relief to the fullest extent permitted by applicable law. (all b) For the purposes of the foregoing collectively being the this Agreement, “Company Representatives”) to, directly or indirectly, Acquisition Proposal” shall mean (i) solicitany proposal, initiatewhether in writing or otherwise, seekmade by any person other than WBSI, entertainto acquire “beneficial ownership” (as defined under Rule 13(d) of the Securities Exchange Act of 1934, encourage, facilitate, support or induce the making, submission or announcement as amended) of any inquirymaterial part of the assets (other than in the ordinary course of the Company’s business) or outstanding capital stock (or securities convertible into shares of capital stock) of any of the Company or its subsidiaries pursuant to a merger, expression consolidation, exchange of interestshares or other business combination, proposal sale of shares of capital stock (or securities convertible into capital stock), sales of assets, tender offer that constitutesor exchange offer or similar transaction involving the Company or its subsidiaries, including, without limitation, any sale or transfer or license of the Company’s intellectual property, or (ii) any other transaction or proposed transaction, the consummation of which would reasonably be expected to lead toimpede, an Acquisition Proposalinterfere with, (ii) enter into, participate in, maintain prevent or continue any communications (except solely to provide written notice as to materially delay the existence of these provisions) or negotiations regardingtransactions contemplated by this Agreement, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or which would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire dilute the benefits of such transactions to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1WBSI.

No Solicitation. From and after the Agreement Date (a) Except as otherwise permitted by this Section 5.4, until the Closing or termination of this Agreement pursuant to Article VIIIin accordance with the terms hereof, neither the Company nor any of its Subsidiaries nor any agrees that none of the Company Shareholders willAcquired Companies shall, nor will any of them and it shall not authorize or permit any of their respective officersthe Acquired Companies’ Representatives, directorson its behalf, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, indirectly (i) solicit, initiate, seek, entertain, encourage, facilitate, support knowingly encourage or induce knowingly facilitate the making, submission or announcement of, any Acquisition Proposal, provided that the parties acknowledge and agree that nothing in this clause (i) shall be deemed to restrict in any manner the operation of the business of the Acquired Companies, in the ordinary course of business, (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate the making of any inquiry, expression of interest, proposal or offer that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, except to notify such Person as to the existence of these provisions, (iv) approve, adopt, endorse or recommend to its shareholders or any other Person any Acquisition Proposal, or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding providing for or contemplating any Acquisition Proposal or a transaction contemplated thereby. Except as permitted by Section 5.4 and subject to compliance with its terms, the Company shall immediately terminate, and shall cause each Acquired Company and its and each Acquired Company’s Representatives to terminate immediately, all activities, discussions or negotiations, if any, with any third party with respect to, or any that would reasonably be expected to lead to, an Acquisition Proposal. The Company shall immediately demand, and request its affiliates to immediately demand, that each person which has heretofore executed a confidentiality agreement with it or any of its affiliates or any Acquired Company or any of its or its affiliates’ or any Acquired Company’s Representatives since January 1, 2010 with respect to such Person’s consideration of a possible Acquisition Proposal (iifor the purposes of this sentence only, shall substitute for each reference to “85%” and “15%” appearing in the definition of an “Acquisition Transaction,” “75%” and “25%,” respectively) enter into, participate in, maintain to immediately return or continue any communications destroy (except solely to provide written notice as and have such destruction certified in writing by such Person to the existence Company hereunder) all confidential information heretofore furnished by the Company or any of these provisionsits affiliates or any Acquired Company or any of its or its affiliates’ or any Acquired Company’s Representatives to such Person or any of such Person’s affiliates or Subsidiaries or any of such Person’s or such Person’s affiliates’ or Subsidiaries’ Representatives with respect to such Person’s consideration of a possible Acquisition Proposal. (b) or negotiations regardingPromptly, but in any event within twenty-four (24) hours, after receipt of any Acquisition Proposal by the Company, or deliver any request for nonpublic information or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or inquiry which it reasonably believes would reasonably be expected to lead to, to an Acquisition Proposal, the Company shall provide Parent with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry (iiiincluding, for the avoidance of doubt, the financial terms and conditions of such Acquisition Proposal, request or inquiry), and the identity of the Person 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. After receipt of the Acquisition Proposal, request or inquiry by the Company, it shall promptly keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) agree toof any such Acquisition Proposal, acceptrequest or inquiry and shall promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (c) If, prior to the Company General Meeting, the Company receives an unsolicited (including unsolicited by any Voting Undertaking Company Shareholder in breach of its Voting and Support Agreement), bona fide written Acquisition Proposal made after the date hereof which the Company’s board of directors (or any committee thereof charged with such authority) has concluded in good faith, after consultation with outside legal counsel, and after taking into account the legal, financial, fiduciary and other aspects of such unsolicited bona fide written Acquisition Proposal, (y) constitutes or is reasonably likely to constitute a Superior Proposal and (z) that the failure to take some or all of the actions set forth in clause (i) or clause (ii) below with respect to such Acquisition Proposal would constitute a breach of its fiduciary obligations to the Company’s shareholders under applicable Legal Requirements (which for this purpose shall be deemed to consist of Israeli Legal Requirements and, in addition, in order to determine the appropriate standards that would apply to such fiduciary obligations, the Company’s board of directors may also consider and act on the basis of Delaware Legal Requirements), the Company shall promptly, but in any event in less than one (1) day following the date of such conclusion (but in any event at least one (1) Business Day prior to taking the actions set forth in (i) and (ii) below), provide to Parent written notice that shall state expressly (A) that it has received an Acquisition Proposal which constitutes or is reasonably expected to lead to a Superior Proposal, (B) that the Company’s board of directors (or a committee thereof charged with such authority) has made the conclusions set forth in clause (z) above, and (C) the identity of the party making such Acquisition Proposal and the material terms and conditions of the Acquisition Proposal (such notice, the “Superior Proposal Notice”) and may then take the following actions: (i) furnish nonpublic information that could reasonably be expected to lead to an Acquisition Proposal to the third party making such Acquisition Proposal, provided, that (y) prior to so furnishing, the Company receives from the third party an executed confidentiality agreement containing confidentiality provisions no more favorable to the third party than the confidentiality provisions under the Confidentiality Agreement, and (z) subject to applicable antitrust laws and regulations relating to the exchange of information, promptly following furnishing any such nonpublic information to such third party, the Company furnishes a copy of such nonpublic information to Parent hereunder (to the extent such nonpublic information has not been previously so furnished), and (ii) engage in discussions and/or negotiations with the third party with respect to the Acquisition Proposal. (d) In response to the receipt of a Superior Proposal that has not been withdrawn and continues to constitute a Superior Proposal after compliance by the Company with this Section 5.4(d), the board of directors (or any committee thereof charged with such authority) of the Company may (y) withhold or withdraw the Company Board Recommendation, or (z) approve, adopt, endorse or recommend to its shareholders a Superior Proposal (any of the foregoing actions, whether by the Company’s board of directors or a committee thereof, a “Change of Recommendation”), only if all of the following conditions are met: (i) the Company General Meeting has not occurred, (ii) the board of directors (or publicly propose or announce any intention or desire to agree tocommittee thereof charged with such authority) of the Company has concluded in good faith, acceptbased on advice of its outside legal counsel, approveand after taking into account the legal, endorse or recommend) any financial, fiduciary and other aspects of such unsolicited bona fide written Acquisition Proposal, that, in light of such Superior Proposal, the failure of the board of directors to effect a Change of Recommendation would constitute a breach of its fiduciary obligations to its shareholders under applicable Legal Requirements (ivwhich for this purpose shall be deemed to consist of Israeli Legal Requirements and, in addition, in order to determine the appropriate standards that would apply to such fiduciary obligations, the Company’s board of directors may also consider and act on the basis of Delaware Legal Requirements), and (iii) enter into any letter the Company’s board of directors has (x) provided to Parent five (5) Business Days’ prior written notice of its intent to effect a Change of Recommendation (which notice shall include reasonable details of the applicable Superior Proposal and the manner in which it intends to effect the Change of Recommendation), provided that such five (5) Business Day period shall be extended for an additional five (5) Business Days following each modification of the financial or any other Contract contemplating or otherwise materials terms of such Superior Proposal so long as the Company’s board of directors determines that such modified proposal continues to constitute a Superior Proposal, (y) subject to applicable antitrust laws and regulations relating to any Acquisition the exchange of information, made available to Parent all materials and information made available to the Person making the Superior Proposal in connection with such Superior Proposal, or and (vz) submit any for such five (5) Business Day period (plus each applicable extension) following the delivery to Parent of such notice and the provision of the materials and information referred to in (y) above, the Company shall, if requested by Parent, negotiate in good faith with Parent to revise this Agreement with the goal that the Acquisition Proposal that constituted a Superior Proposal would no longer constitute a Superior Proposal. (e) Unless this Agreement has been terminated in accordance with Section 9.1 and no Legal Proceeding to dispute such termination shall have been commenced by Parent in good faith and is then pending, the Company agrees that it shall not submit to the vote of its shareholders any shareholders Acquisition Proposal (whether or not a Superior Proposal) or propose to do so. Nothing contained in this Agreement shall be deemed to restrict the Company from making such disclosures as may be required, based on the advice of the Company’s outside legal counsel, by Israeli or U.S. federal securities laws or applicable fiduciary duties. (f) Nothing contained in this Section 5.4 shall prohibit the Company or the Company’s board of directors from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or making a statement required under Rule 14d-9 under the Exchange Act, and (ii) making any Subsidiary. Each of the Company and disclosure to its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action stockholders that the Company Board shall have determined in good faith (after consultation with its outside legal counsel) is obligated pursuant to required under applicable Legal Requirements (which for this Section 6.1 to cause such Company Representative not to take, then the Company purpose shall be deemed for to consist of Israeli Legal Requirements and, in addition, in order to determine the appropriate standards that would apply to such fiduciary obligations, the Company’s board of directors may also consider and act on the basis of Delaware Legal Requirements) and all purposes applicable rules and regulations of this Agreement to have breached this Section 6.1the SEC.

No Solicitation. From and after the Agreement Date until the Closing (a) The Company shall not, nor shall it permit or termination of this Agreement pursuant to Article VIII, neither the Company nor authorize any of its Subsidiaries nor or any officer, director, employee, accountant, counsel, financial advisor, agent or other representative of the Company Shareholders will, nor will or any of them authorize or permit any of their respective officersits Subsidiaries (collectively, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seekfacilitate, entertain, respond to or encourage, facilitateincluding by way of furnishing non-public information, support any inquiries regarding or induce relating to, or the makingsubmission of, submission any Takeover Proposal, (ii) participate in any discussions or announcement negotiations, furnish to any Person any information or data relating to the Company or its Subsidiaries, provide access to any of the properties, books, records or employees of the Company or its Subsidiaries or take any other action, in each such case regarding or to facilitate the making of any inquiry, expression of interest, proposal or offer that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Takeover Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or any other Contract contemplating similar agreement or otherwise relating commitment with respect to any Takeover Proposal (an “Alternative Acquisition Agreement”) or agree to, approve, endorse or resolve to recommend or approve any Takeover Proposal, except in each case as otherwise specifically provided in Section 7.2(c), (iv) grant any waiver or release under any standstill or similar agreement by any Person who has made a Takeover Proposal, or (v) submit take any Acquisition Proposal action (A) to render the Rights issued pursuant to the vote of any shareholders of Company or any Subsidiary. Each terms of the Company Rights Agreement inapplicable to a Takeover Proposal or the transactions contemplated thereby, exempt or exclude any Person from the definition of an Acquiring Person (as defined in the Company Rights Agreement) under the terms of the Company Rights Agreement or, other than as contemplated by this Agreement in connection with the Merger, allow the Rights to expire prior to their expiration date or (B) to exempt any Person from the restrictions on “business combinations” contained in Section 203 of Delaware Law or otherwise cause such restrictions not to apply; provided, however, that nothing contained in this Section 7.2(a) or any other provision hereof shall prohibit the Company or the Company Board from (A) taking and disclosing to the Company’s stockholders a position required by Rules 14d-9 and 14e-2 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (B) making such disclosure to the Company’s stockholders as, in the good faith judgment of the Company Board, after consultation with its outside counsel, is required under applicable Law, including in order to comply with its fiduciary duties or (C) notifying any Person solely of the existence of and restrictions under the provisions of this Section 7.2, provided that the Company may not, except as permitted by Section 7.2(b) or (c), withdraw or modify, or propose to the public or any Third Party (other than the Company’s agents and representatives) to withdraw or modify, its approval or recommendation of this Agreement or the transactions contemplated hereby, including the Merger, or approve or recommend, or propose to the public or any Third Party (other than the Company’s agents and representatives) to approve or recommend any Takeover Proposal, or enter into any Alternative Acquisition Agreement. Upon execution of this Agreement, the Company shall, and it shall cause the Company Representatives and its Subsidiaries will to, immediately cease and cause to be terminated any and all existing activities, discussions discussions, solicitations or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Takeover Proposal. If Notwithstanding any of the foregoing restrictions appearing in this Section 7.2(a), nothing in this Agreement shall prevent the Company Representativeor the Company Board from furnishing (or causing to be furnished), whether prior to, but not after, the time the vote is taken with respect to the approval of the Company Voting Proposal at the Company Meeting, information concerning its business, properties or assets, or other information with respect to the Company or its Subsidiaries, which information is not of greater scope, area or detail than was provided to Parent, to any Person or group pursuant to a confidentiality agreement with terms and conditions substantially similar to those of the Confidentiality Agreement, and may negotiate and participate in his discussions and negotiations with such Person or her capacity as group who has made a bona fide, written Takeover Proposal, but only if: (w) such Takeover Proposal was made after the date of this Agreement (it being understood that such a Takeover Proposal made after the date of this Agreement by a Person who has made a Takeover Proposal prior to the date of this Agreement shall be considered a new Takeover Proposal made after the date of this Agreement) and none of the Company, its Subsidiaries and their representatives has solicited, initiated, or knowingly facilitated or encouraged any Takeover Proposal, or otherwise directly or indirectly violated this Section 7.2 (other than immaterial breaches that have not (1) directly or indirectly resulted in any other capacity, takes any action the making of such Takeover Proposal or (2) otherwise had an adverse impact on Parent’s rights under this Section 7.2) with respect to such Person making such Takeover Proposal or its Affiliates; (x) such Person or group has submitted a Takeover Proposal that the Company Board has determined (after consulting with outside legal counsel) either (i) constitutes a Superior Proposal (as defined below) or (ii) is obligated pursuant more favorable to this Section 6.1 the Company’s stockholders from a financial point of view than the Merger and is reasonably likely to cause lead to a Superior Proposal; and (y) the Company Board determines in good faith, after consultation with outside counsel, that such action is required to discharge the Company Representative Board’s fiduciary duties to the Company’s stockholders under applicable Law. The Company shall not release or permit the release of any Person from, or waive or permit the waiver of any provision of, any confidentiality, standstill or similar agreement to takewhich the Company is a party or under which the Company has any rights. The Company will promptly (and in any event within one (1) Business Day) notify Parent telephonically and in writing of the existence of any proposal, then discussion, negotiation or inquiry received by the Company that is or could reasonably be expected to constitute a Takeover Proposal, and the Company will promptly communicate in writing to Parent the terms and conditions of any such proposal, discussion, negotiation or inquiry which it may receive and a copy thereof and the identity of the Person making the same. The Company shall inform Parent within 24 hours of any change to the material terms of any such Takeover Proposal. Within 24 hours upon any determination by the Company Board that a Takeover Proposal constitutes a Superior Proposal, the Company shall be deemed for all deliver to Parent a written notice advising it of such determination, specifying the terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal, and providing Parent with a copy of the Superior Proposal. (b) Neither the Company Board nor any committee thereof shall withdraw or modify, or propose to the public or any Third Party (other than the Company’s agents and representatives) to withdraw or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation, unless the Company Board shall have determined in good faith, after consultation with outside counsel, that such action is required to discharge the Company Board’s fiduciary duties to the Company’s stockholders under Delaware Law or to otherwise comply with any other applicable Law. (c) Neither the Company Board nor any committee thereof shall (i) approve or recommend, or propose to the public or any Third Party (other than the Company’s agents and representatives) to approve or recommend, any Takeover Proposal or (ii) enter into any Alternative Acquisition Agreement (other than a confidentiality agreement in accordance with Section 7.2(a)). Notwithstanding the foregoing, prior to, but not after, the time the vote is taken with respect to the adoption of this Agreement at the Company Meeting, the Company Board may make a change in the Company Board Recommendation in a manner adverse to Parent or Merger Sub (a “Change in Company Recommendation”) and/or approve or recommend a Superior Proposal, and, in connection with such Superior Proposal, make any approvals, consents or actions to exempt such Takeover Proposal from any Takeover Statute and the Company Rights Agreement, and the Company may enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in connection with the termination of this Agreement, in each case if (A) the Company shall have received a Superior Proposal which is pending at the time the Company determines to take such action, (B) the Company Board shall have determined in good faith, after consultation with outside counsel, that such action is required to discharge the Company Board’s fiduciary duties to the Company’s stockholders under applicable Law and (C) at least three (3) Business Days shall have passed following Parent’s receipt of written notice from the Company (the “Adverse Recommendation Notice”) advising Parent that the Company Board has received such a Superior Proposal which it intends to accept or recommend or advising Parent that it intends to make a Change in Company Recommendation, specifying the material terms and conditions of such Superior Proposal and the other information required by Section 7.2(a) (it being understood and agreed that any material amendment to the financial terms or other material terms of such Superior Proposal shall require a new Adverse Recommendation Notice and a new three (3) Business Day period), and Parent does not make an offer within such three (3) Business Day period that the Company Board shall have concluded in its good faith judgment, after consultation with its financial advisors and outside counsel, is at least as favorable to the Company’s stockholders as such Superior Proposal (it being agreed that the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof and that the Company Board will not withhold, withdraw or modify its recommendation to the Company’s stockholders in favor of the Company Voting Proposal until the earlier of the receipt of Parent’s revised offer or three (3) Business Days after receipt by Parent of the Adverse Recommendation Notice). (d) For purposes of this Agreement to have breached this Section 6.1.Agreement:

No Solicitation. (a) From and after the Agreement Date date hereof until the Closing Effective Time or the termination of this Agreement pursuant to Article VIIIin accordance with Section 8.1, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor subsidiaries will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, indirectly initiate, seek, entertain, encourage, facilitate, support solicit or induce the making, submission or announcement encourage (including by way of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any furnishing non-public information with respect toor assistance), or take any other action regardingto facilitate, any inquiryinquiries or the making or submission of any Acquisition Proposal (as defined herein) or enter into or maintain or continue discussions or negotiate with any person or group in furtherance of such inquiries or to obtain or induce any person or group to make or submit an Acquisition Proposal or agree to or endorse any Acquisition Proposal or assist or participate in, expression facilitate or encourage, any effort or attempt by any other person or group to do or seek any of interestthe foregoing or authorize or permit any of its officers, proposal directors or offer employees or any of its subsidiaries or affiliates or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by it or any of its subsidiaries to take any such action; provided, however, that constitutesnothing contained in this Agreement shall prohibit the Company or the Board of Directors of the Company from, prior to the earlier to occur of acceptance for payment of shares of Company Common Stock pursuant to the Offer or adoption of this Agreement by the requisite vote of the shareholders of the Company, furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited (i.e. not solicited after the date of this Agreement) written, bona fide Acquisition Proposal that the Board of Directors of the Company determines reasonably and in good faith constitutes or presents a reasonable likelihood of resulting in a Superior Proposal (as defined herein), if, and only to the extent that prior to taking such action (other than the negotiation of the confidentiality agreement referred to in the following clause (y) prior to the disclosure of any Company information) the Company (x) delivers to Parent and Purchaser the notice required pursuant to Section 6.1(c) stating that it is taking such action and (y) receives from such person or group an executed confidentiality agreement that is not, in any material respect, less restrictive as to such person or entity than the Confidentiality Agreement and which, in any event, contains customary confidentiality and standstill restrictions and shall not contain any exclusivity provisions which would prohibit the Company from complying with its obligations under this Section 6.1 or otherwise under this Agreement. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.1 by any officer, director, employee or affiliate of the Company or any of its subsidiaries or any investment banker, attorney, accountant or other advisor, agent or representative of the Company or any of its subsidiaries, whether or not such person is purporting to act on behalf of the Company or any of its subsidiaries or otherwise, shall be deemed to be a breach of this Section 6.1 by the Company. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw, modify in a manner adverse to Parent or Purchaser or fail to make, or would reasonably be expected propose to lead towithdraw, an modify in a manner adverse to Parent or Purchaser or fail to make its approval or recommendation of the Offer or the Merger or of the Tender and Option Agreement, this Agreement and the other Transactions, (ii) except as permitted by Section 6.1(e), approve or recommend, or propose to approve or recommend, any Acquisition Proposal, (iii) agree totake any action not previously taken to render the provisions of any anti-takeover statute, acceptrule or regulation (including Sections 2538 through 2588, approveinclusive, endorse of the PBCL) inapplicable to any person (other than Parent, Purchaser or recommend (their affiliates) or publicly propose group or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (viv) submit cause the Company to accept such Acquisition Proposal and/or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal Proposal. (c) In addition to the vote of any shareholders of Company or any Subsidiary. Each obligations of the Company set forth in paragraphs (a) and its Subsidiaries (b) above, the Company shall promptly (and in any event, within one business day) advise Parent orally and in writing of any request for information or the submission or receipt after the date of this Agreement of any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to lead to any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the person making any such request, Acquisition Proposal or inquiry and the Company’s response or responses thereto. The Company will immediately keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry. Immediately following the execution of this Agreement, the Company will cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons parties conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that of the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1foregoing.

No Solicitation. From and after (a) During the Agreement Date until the Pre-Closing or termination of this Agreement pursuant to Article VIIIPeriod, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them authorize and shall not authorize, encourage or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition ProposalProposal (as hereinafter defined), (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders securityholders of Company or (vi) enter into any Subsidiary. Each other transaction or series of transactions not in the ordinary course of the Company’s business, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Integrated Merger. The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal. If any Company RepresentativeRepresentative of the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 5.4 not to cause authorize, encourage or permit such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.15.4.

No Solicitation. From and after Prior to the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIIin accordance with its terms, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders willeach Stockholder agrees (a) that it will not, nor will any of them it authorize or permit any of their respective its officers, directors, affiliatesemployees, shareholders financial advisors, attorneys, accountants and other representatives or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) toagents, directly or indirectlyindirectly through another person, to (i) solicit, initiate, seekfacilitate or encourage any inquiries, entertain, encourage, facilitate, support offers or induce the making, submission proposals by or announcement of any inquiry, expression of interest, proposal or offer from a Third Party that constitutesconstitute, or would could reasonably be expected to lead to, an any Acquisition Proposal, (ii) enter into, participate in, maintain into or continue execute any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information agreement with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree toengage in or continue negotiations or discussions with any Third Party concerning, acceptor, approveexcept pursuant to a governmental request for information, endorse otherwise communicate or recommend (or publicly propose or announce provide any intention or desire non-public information to agree to, accept, approve, endorse or recommend) any Third Party relating to any Acquisition Proposal, (iv) enter into make or authorize any letter public statement, recommendation or solicitation in support of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, Proposal or (v) submit take, or consent to take, any other action inconsistent with its obligations under this Section 3.2 or SmarterKids's obligations under Section 5.3 of the Merger Agreement; and (b) that it will notify Earlychildhood in writing as promptly as practicable (and in any event within 24 hours) if any Acquisition Proposal to the vote of any shareholders of Company is received or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activitiesinquiries, discussions proposals or negotiations with any Persons conducted prior to or on the Agreement Date offers with respect to an Acquisition Proposal are received by or any Acquisition Proposal. If information or documents are requested from or any Company Representativenegotiations or discussions are sought to be initiated or continued with, whether in his it or her capacity as any of its Affiliates, such written notice to contain the identity of the other party (including the name of such other party and a copy of any offer or in proposal and any other capacitysupporting documentation), takes any action that and the Company is obligated pursuant to this Section 6.1 to cause terms and conditions of such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1proposal or offer.

No Solicitation. (a) From and after the date of this Agreement Date until the earlier of the Closing or the termination of this Agreement pursuant to Article VIIIin accordance with its terms, neither the Company nor any Seller shall, nor shall the Company or any Seller permit any of its Subsidiaries respective Affiliates to, nor any of shall the Company Shareholders will, nor will or any of them Seller authorize or permit any of their its respective officers, directors, affiliates, shareholders directors or employees or to, and shall use all reasonable efforts to cause any investment banker, attorney financial advisor, attorney, accountant, or other advisor or representative representatives of theirs retained by them or any of them (all of the foregoing collectively being the “Company Representatives”) their respective Affiliates not to, directly or indirectly, : (i) solicit, initiate, seekencourage (including by way of furnishing information), entertain, encourage, facilitate, support knowingly facilitate or induce (directly or indirectly) any inquiry with respect to, or the making, submission or announcement of of, any inquiry, expression of interest, proposal or offer that constitutes, or would could reasonably be expected to lead toresult in, a proposal or offer for an Acquisition ProposalProposal (as defined in Section 12.15(a)), (ii) enter into, participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public nonpublic information with respect to, or take any other action regarding, to knowingly facilitate any inquiry, expression inquiries or the making of interest, any proposal that constitutes or offer that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Proposal or recommend against the transactions contemplated in this Agreement or (iv) enter into any letter of intent or similar document or any other Contract contemplating or otherwise relating to any Acquisition ProposalProposal or transaction contemplated thereby. (b) From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, or (v) submit any within two business days after receipt of an Acquisition Proposal to or any request for nonpublic information or inquiry that the vote of any shareholders of Company or any Subsidiary. Each Seller reasonably believes could lead to an Acquisition Proposal, the Company or such Seller, as the case may be, shall provide Buyer with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person 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 or such Seller, as the case may be, shall provide Buyer, as promptly as practicable, with oral and written notice setting forth all such information as is reasonably necessary to keep Buyer 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 Buyer a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. (c) The Company and its Subsidiaries will each Seller shall, and shall cause their respective Affiliates and their respective officers, directors, employees, investment bankers, consultants, attorneys, accountants, agents and other representatives to, immediately cease and cause to be terminated any terminated, all discussions and all existing activitiesnegotiations, discussions or negotiations if any, that have taken place prior to the date hereof with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If Proposal and, upon request by Buyer, shall request the return or destruction of all confidential information provided to any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.1Person.

No Solicitation. From and after The Company agrees that none of the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIICompany, neither the Company nor any of its Subsidiaries nor or any of the Company Shareholders will, nor will Company’s or any of them authorize its Subsidiaries’ employees, officers or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative accountant retained by the Company or any of its Subsidiaries, shall, and that it shall use all reasonable efforts to cause the Company’s and its Affiliates, Subsidiaries’ other Employees/Service Providers, agents and representatives not to (and shall not authorize or permit any of them (all of the foregoing collectively being the “Company Representatives”) to), directly or indirectly, : (i) solicit, initiate, seek, entertain, encourage, facilitate, support knowingly facilitate or induce any inquiry with respect to, or the making, submission or announcement of of, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, ; (ii) enter into, participate in, maintain or continue engage in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public nonpublic information with respect to, or take any other action regarding, to facilitate or encourage any inquiry, expression inquiries or the making of interest, any proposal or offer that constitutes, constitutes or would reasonably be expected to lead to, an any Acquisition Proposal, ; (iii) agree to, accept, approve, endorse endorse, recommend or recommend (make or publicly propose authorize any statement, recommendation or announce any intention or desire to agree to, accept, approve, endorse or recommend) solicitation in support of any Acquisition Proposal, ; (iv) withdraw, amend or modify in a manner adverse to Parent, or propose to withdraw, amend or modify in a manner adverse to Parent its recommendation in favor of the adoption of the Agreement by the stockholders of the Company; (v) fail to reaffirm its recommendation in favor of the adoption of the Agreement by the stockholders of the Company within three Business Days of a written request to do so by Parent or (vi) execute or enter into into, or propose to execute or enter into, any letter of intent or similar document or any other Contract contract, agreement or commitment contemplating or otherwise relating to any Acquisition ProposalProposal or transaction contemplated thereby, or except in the case of clauses (ii), (iii), (iv), (v) submit any Acquisition Proposal or (vi) to the vote of any shareholders of Company extent specifically permitted pursuant to Sections 7.3(c) or any Subsidiary7.3(d). Each of the The Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations (including, without limitation, any such activities, discussions or negotiations conducted by Affiliates, directors, officers, employees, agents and representatives (including any investment banker, financial advisor, attorney, accountant or other representative) of the Company or any of its Subsidiaries) with any Persons third parties conducted prior to or on the Agreement Date heretofore with respect to consideration of any Acquisition Proposal. If The Company will exercise any Company Representative, whether in his rights under any confidentiality or her capacity as non-disclosure agreements with any such third parties to require the return or in any other capacity, takes any action that destruction of non-public information provided prior to the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes date of this Agreement by the Company, its Subsidiaries or their agents and representatives to have breached this Section 6.1any such third parties.

No Solicitation. From and after the date of this Agreement Date until the Closing or Effective Time, or, if earlier, the termination of this Agreement pursuant to Article VIIIin accordance with Section 9.01, neither the Company nor any of shall not, and shall cause its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of Affiliates and its and their respective directors, officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support knowingly facilitate or induce knowingly encourage the making, submission or announcement of any inquiryinquiries, expression of interest, proposal proposals or offer offers that constitutes, constitute or would reasonably be expected to lead to, an Acquisition to any Takeover Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information concerning the Company or any of its Subsidiaries to any person or group (or any Representative thereof, in its capacity as such) who would reasonably be expected to make, any Takeover Proposal, (iii) engage in any discussions or negotiations with respect to, or take any other action regarding, to any inquiry, expression of interest, proposal or offer that constitutes, constitutes or would reasonably be expected to lead toto a Takeover Proposal or (iv) approve, an Acquisition Proposalsupport, (iii) agree to, accept, approveadopt, endorse or recommend (any Takeover Proposal or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition ProposalAgreement relating thereto, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit otherwise cooperate with or assist or participate in, or knowingly facilitate, any Acquisition Proposal such inquiries, proposals, offers, discussions or negotiations or (vi) resolve or agree to the vote of do any shareholders of Company or any Subsidiary. Each of the foregoing; provided, however, that ministerial acts, such as answering unsolicited phone calls, shall not be deemed to “facilitate” for purposes of, or otherwise to constitute a breach of, this Section 6.02(a). Subject to Section 6.02(c), the Company shall, and shall cause its Affiliates and its Subsidiaries will and their respective Representatives to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons person or group conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Takeover Proposal. If , or any Company Representativeinquiry or proposal that would reasonably be expected to lead to a Takeover Proposal, whether in his (B) immediately terminate access by any Third Party to any physical or her capacity as such electronic data room relating to any Takeover Proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Takeover Proposal and (C) promptly, and in any other capacityevent within two (2) days following the date of this Agreement, takes request the prompt return or destruction of any action non-public information provided to any Third Party within the twelve (12) months immediately preceding the date of this Agreement in connection with any Takeover Proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Takeover Proposal to the extent that the Company is obligated pursuant entitled to have such documents returned or destroyed. Any violations of the restrictions set forth in this Section 6.1 to cause such Company 6.02 by any Representative not to take, then of the Company or any of its Subsidiaries shall be deemed for all purposes to be a breach of this Agreement to have breached this Section 6.16.02 by the Company.

No Solicitation. From (i) Subject to Section 7(a)(ii), prior to the Termination Date, the Stockholder shall not, and after the Agreement Date until the Closing or termination of this Agreement pursuant shall cause its controlled Affiliates and Subsidiaries not to Article VIII, neither the Company nor any of and shall use its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of reasonable best efforts to cause its and their respective officersRepresentatives acting on their respective behalf, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) not to, directly or indirectly, : (iA) solicit, initiate, seeksolicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, entertainor the making of, encourageany inquiry regarding, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to result in or lead to, an any Acquisition Proposal, Proposal with respect to Parent; (iiB) enter into, participate engage in, maintain continue or continue otherwise participate in any communications (except solely to provide written notice as to the existence of these provisions) negotiations or negotiations regardingdiscussions concerning, or deliver provide access to its properties, books and records or make available any confidential information or data to, any Person relating to any Person any non-public proposal, offer, inquiry or request for information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to result in or lead to, an any Acquisition Proposal, Proposal with respect to Parent; (iiiC) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) , or propose publicly to approve, endorse or recommend, any Acquisition ProposalProposal with respect to Parent; (D) execute or enter into, (iv) enter into any letter of intent intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or any other Contract contemplating similar agreement for or otherwise relating to any Acquisition Proposal, Proposal with respect to Parent; or (vE) submit resolve or agree to do any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company foregoing. The Stockholder agrees that immediately following the execution of this Agreement it shall, and shall cause each of its controlled Affiliates and Subsidiaries will immediately and shall use its reasonable best efforts to cause its and their Representatives acting on its or their respective behalf to, cease and cause to be terminated any and all existing activitiessolicitations, discussions or negotiations with any Person (other than the Company and its Representatives) conducted heretofore in connection with an Acquisition Proposal with respect to Parent or any inquiry or request for information that would reasonably be expected to lead to, or result in, an Acquisition Proposal with respect to Parent. The Stockholder shall promptly (and in any event within two Business Days) notify, in writing, the Company of the receipt by the Stockholder in such capacity of any inquiry, proposal, offer or request for information received after the date hereof that constitutes, or would reasonably be expected to result in or lead to, any Acquisition Proposal with respect to Parent, which notice shall include the identity of the Person or group of Persons conducted prior to making, such inquiry, proposal, offer or on the Agreement Date request for information and, with respect to any Acquisition Proposal. If such proposal or offer, a summary of the material terms of, and an unredacted copy of any Company Representativeproposed definitive agreement, whether proposal or offer made in his writing or, if not in writing, a written description of the material terms and conditions of such proposal or her capacity as such or in offer (and shall include any other capacitymaterial documents evidencing or specifying the terms of such proposal or offer or, takes any action that to the extent applicable, inquiry). To the extent the Stockholder is prohibited by a non-disclosure or confidentiality agreement entered into prior to the date hereof from providing the information set forth in the preceding sentence, the Stockholder shall not be required to provide the Company is obligated pursuant to this Section 6.1 to cause with the identity of the Person(s) from which such Company Representative expression of interest, inquiry or proposal was received. The Stockholder shall not to take, then enter into any confidentiality agreement with any Person after the Company shall be deemed for all purposes date of this Agreement to have breached that prohibits it from complying with the foregoing obligations. Nothing in this Section 6.17(a) shall prohibit Stockholder or its Representatives from informing any Person of the existence of the provisions contained in this Section 7(a). (ii) Notwithstanding anything in this Agreement to the contrary, the Stockholder shall be entitled to review any Acquisition Proposal with respect to Parent, received by Parent after the date hereof that did not result from a breach of Section 5.04 of the Merger Agreement and shared with the Stockholder, and, solely to the extent the Parent Board has made the determinations set forth in Section 5.04(c) of the Merger Agreement, to discuss and confirm with Parent the willingness of the Stockholder to support, or lack thereof, such Acquisition Proposal in the event the Merger Agreement is terminated.

No Solicitation. From 6.10.1 FENB shall not, and after the Agreement Date until the Closing shall not permit or termination of this Agreement pursuant to Article VIII, neither the Company nor authorize any of its Subsidiaries nor or Representatives of FENB or any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) toits Subsidiaries, directly or indirectly, to (i) solicit, initiate, seekendorse, entertain, encourage, facilitate, support encourage or induce the making, submission or announcement of facilitate any inquiry, expression of interestproposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that constitutes, or would is reasonably be expected likely to lead to, an to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in, maintain or continue in any communications (except solely to provide written notice as to the existence of these provisions) discussions or negotiations regarding, or deliver or make available furnish to any Person any non-public information or data with respect to, or take otherwise cooperate in any other action regardingway with, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) approve, recommend, agree to, to or accept, or propose to approve, endorse recommend, agree to or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, Proposal or (iv) enter into resolve, propose or agree to do any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company foregoing. FENB shall, and shall cause each of the Subsidiaries and the Representatives of FENB and its Subsidiaries will to, (A) immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons Person conducted prior to or on the Agreement Date heretofore with respect to any Acquisition Proposal, and (B) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal, and shall enforce the provisions of any such agreement. If Notwithstanding the foregoing, if at any Company Representativetime following the Agreement Date and prior to obtaining FENB Shareholder Approval, (1) FENB receives a written Acquisition Proposal that the FENB Board believes in good faith to be bona fide, (2) such Acquisition Proposal was unsolicited and did not otherwise result from a breach of this Section 6.10.1, (3) the FENB Board determines in good faith that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal and (4) the FENB Board determines in good faith (and based on the advice of outside counsel) that the failure to take the actions referred to in clause (x) or (y) below would constitute a breach of its fiduciary duties to the shareholders of FENB under applicable Law, then FENB may (x) furnish information with respect to FENB and its Subsidiaries to the Person making such Acquisition Proposal pursuant to a customary confidentiality agreement containing terms substantially similar to, and no less favorable to FENB than, those set forth in the Confidentiality Agreement; provided, that any non-public information provided to any Person given such access shall have been previously provided to CUNB or shall be provided to CUNB prior to or concurrently with the time it is provided to such Person and (y) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided that prior to providing any nonpublic information permitted to be provided pursuant to the foregoing provisos or engaging in any negotiations, FENB shall have entered into a confidentiality agreement with such third party on terms no less favorable to FENB than the Confidentiality Agreement. 6.10.2 Neither the FENB Board nor any committee thereof shall: (i) effectuate an Adverse Recommendation Change; (ii) cause or permit FENB to enter into an Alternate Acquisition Agreement; or (iii) resolve, agree or propose to take any such actions. Notwithstanding the foregoing, in the event FENB receives an unsolicited bona fide Acquisition Proposal and the FENB Board concludes in good faith that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal, the FENB Board shall nevertheless cause the FENB Shareholders Meeting to be held in accordance with Section 8.2.1 herein, but may, to the extent that the FENB Board concludes in good faith (and based on the advice of outside counsel) that failure to take such action would result in a violation of its fiduciary duties under applicable Law, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the Agreement Date may not be rescinded or amended) in which event the FENB Board may communicate the basis for its lack of a recommendation to the shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Law; provided, however, that FENB may not submit this Agreement to its shareholders without recommendation unless (1) FENB promptly notifies CUNB in writing at least five (5) Business Days before taking that action of its intention to do so, and specifying the reasons therefor, including the terms and conditions of, and the identity of any Person making, such Superior Proposal, and contemporaneously furnishing a copy of the relevant Alternative Acquisition Agreement and any other relevant transaction documents (it being understood and agreed that any amendment to the financial terms or any amendment to any other material term of such Superior Proposal shall require a new written notice by FENB and a new five (5) Business Day period) and (2) prior to the expiration of such five (5) Business Day period, CUNB does not make a proposal to adjust the terms and conditions of this Agreement that the FENB Board determines in good faith (after consultation with outside counsel and its financial advisor) after giving effect to, among other things, the payment of the Termination Fee set forth in Section 11.3, that such action is no longer required by its fiduciary duties to the shareholders of FENB under applicable Law. During the five (5) Business Day period prior to its effecting an Adverse Recommendation Change as referred to above, FENB shall, and shall cause its financial and legal advisors to, negotiate with CUNB in good faith (to the extent CUNB seeks to negotiate) regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by CUNB. 6.10.3 In addition to the obligations of FENB set forth in Section 6.10.1 and Section 6.10.2, FENB promptly, and in any event within 24 hours of receipt, shall advise CUNB in writing in the event FENB or any of its Subsidiaries or Representatives receives (i) any Acquisition Proposal or indication by any Person that it is considering making an Acquisition Proposal, (ii) any request for information, discussion or negotiation that is reasonably likely to lead to or that contemplates an Acquisition Proposal or (iii) any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal, in each case together with the terms and conditions of such Acquisition Proposal (to the extent such terms and conditions are known to FENB), request, inquiry, proposal or offer and the identity of the Person making any such Acquisition Proposal, request, inquiry, proposal or offer, and shall furnish CUNB with a copy of such Acquisition Proposal (or, where such Acquisition Proposal is not in writing, with a description of the material terms and conditions thereof). FENB shall keep CUNB informed (orally and in writing) in all material respects on a timely basis of the status and details (including, within 24 hours after the occurrence of any amendment, modification, discussion or negotiation) of any such Acquisition Proposal, request, inquiry, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. Without limiting any of the foregoing, FENB shall promptly (and in any event within 24 hours) notify CUNB orally and in writing if it determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition Proposal pursuant to Section 6.10.1 or Section 6.10.2 and shall in no event begin providing such information or engaging in such discussions or negotiations prior to providing such notice. 6.10.4 FENB agrees that any violation of the restrictions set forth in this Section 6.10 by any Representative of FENB or any of its Subsidiaries, whether in his or her capacity as not such Person is purporting to act on behalf of FENB or in any other capacityof its Subsidiaries or otherwise, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take, then the Company shall be deemed for all purposes to be a material breach of this Agreement by FENB. 6.10.5 FENB shall not, and shall cause its Subsidiaries not to, enter into any agreement with any Person subsequent to have breached the Agreement Date that (i) would restrict FENB’s ability to comply with any of the terms of this Section 6.16.10; or (ii) relates to any Acquisition Proposal that would materially impair FENB’s ability to consummate the transactions contemplated by this Agreement. 6.10.6 FENB shall not take any action to exempt any Person (other than CUNB, CUB and their respective Affiliates) from the restrictions on “business combinations” or any similar provision contained in any Takeover Law or otherwise cause such restrictions not to apply, or agree to do any of the foregoing. 6.10.7 FENB agrees that, prior to the termination of this Agreement, it shall not submit to the vote of its shareholders any Acquisition Proposal (whether or not a Superior Proposal) or propose to do so.

No Solicitation. (a) From and after the date of this Agreement Date until the Closing or first to occur of the Effective Time and the termination of this Agreement pursuant to Article VIIIin accordance with ARTICLE VII, neither except as specifically permitted in Section 5.4(c), Section 5.4(e) or Section 5.4(f)(ii), the Company nor any of its Subsidiaries nor any of the Company Shareholders willshall not, nor will any of them shall it authorize or permit any of their respective officers, directors, affiliates, shareholders the Company Subsidiaries or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectly, (iindirectly:(i) solicit, initiateinitiate or knowingly encourage any inquiries, seek, entertain, encourage, facilitate, support offers or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer proposals that constitutesconstitute, or would are reasonably be expected likely to lead to, an any Acquisition ProposalProposal;(ii) engage in discussions or negotiations with, (ii) enter into, participate in, maintain furnish or continue disclose any communications (except solely to provide written notice as information or data relating to the existence Company or any of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect the Company Subsidiaries to, or take any other action regardingin response to a request therefor, give access to the properties, assets or the books and records of the Company or the Company Subsidiaries to, any inquiryPerson that has made or, expression to the knowledge of interestthe Company, proposal may be considering making any Acquisition Proposal or offer that constitutes, or would reasonably be expected to lead to, otherwise in connection with an Acquisition Proposal, Proposal;(iii) grant any waiver or release under any standstill or similar contract with respect to any Company Common Stock or any properties or assets of the Company or the Company Subsidiaries; (iiiiv) agree to, accept, approve, endorse or recommend any Acquisition Proposal;(v) enter into any agreement in principle, arrangement, understanding or contract relating to any Acquisition Proposal; or (vi) take any action to exempt or publicly propose make not subject to the provisions of Section 203 of the DGCL or announce any intention other state takeover statute or desire state Law that purports to agree limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than Parent and the Parent Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and no exempt therefrom. (b) Except as specifically permitted in Section 5.4(c) and Section 5.4(d), the Company shall, and shall cause each of the Company Subsidiaries and instruct the Company Representatives to, acceptimmediately cease any existing solicitations, discussions, negotiations or other activity with any Person being conducted with respect to any Acquisition Proposal on the date hereof. The Company shall promptly inform the Company Representatives who have been engaged or are otherwise providing assistance in connection with the transactions contemplated by this Agreement of the Company’s obligations under this Section 5.4. (c) Notwithstanding anything in this Section 5.4 or elsewhere in this Agreement to the contrary, prior to obtaining the Required Company Vote, nothing in this Agreement shall prevent the Company or its Board of Directors from: (i) after the date of this Agreement, engaging in discussions or negotiations with, or furnishing or disclosing any information or data relating to, the Company or any of the Company Subsidiaries or, in response to a request therefor, giving access to the properties, assets or the books and records of the Company or any of the Company Subsidiaries to, any Person who has made a bona fide written and unsolicited Acquisition Proposal after the date hereof if the Company’s Board of Directors determines that such Acquisition Proposal is reasonably likely to result in a Superior Proposal, but only so long as (x) the Company’s Board of Directors has acted in good faith and determined (A) after consultation with its financial advisors, that such Acquisition Proposal is reasonably likely to result in a Superior Proposal and (B) after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable laws, and (y) the Company (A) enters into a confidentiality agreement with such Person on terms and conditions no more favorable to such Person than those contained in the Confidentiality Agreement and (B) has previously disclosed or concurrently discloses or makes available the same information to Parent as it makes available to such Person in accordance with Section 5.4(d); and (ii) subject to compliance with Section 5.4(c), entering into a definitive agreement with respect to a Superior Proposal (and taking any action required under Section 203 of the DGCL or any other state takeover Law in connection with such Superior Proposal), but only so long as the Company’s Board of Directors, acting in good faith has (I) approved such definitive agreement, (II) determined, after consultation with its financial advisors, that such bona fide written and unsolicited Acquisition Proposal constitutes a Superior Proposal, and (III) determined, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable laws, and (B) the Company terminates this Agreement pursuant to, and after complying with all of the provisions of, Section 7.1(e). (d) If the Company or any of the Company Subsidiaries or the Company Representatives receives a request for information from a Person who has made an unsolicited bona fide written Acquisition Proposal involving the Company and the Company is permitted to provide such Person with information pursuant to this Section 5.4, the Company will provide to Parent a copy of the confidentiality agreement with such Person promptly upon its execution and provide to Parent a list of, and copies of, the information provided to such Person concurrently with its delivery to such Person and promptly provide Parent with access to all information to which such Person was provided access, in each case only to the extent not previously provided to Parent. (e) The Board of Directors of the Company shall not (i) approve, endorse or recommend) , or propose to approve, endorse or recommend, any Acquisition Proposal, Proposal or (ivii) enter into any letter of intent agreement in principle or any other Contract contemplating understanding or otherwise a contract relating to any an Acquisition Proposal, or unless the Company terminates this Agreement pursuant to, and after complying with all of the provisions of, Section 7.1(e). (vf) submit any Acquisition Proposal Notwithstanding anything to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether contrary in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 to cause such Company Representative not to take5.4 or elsewhere in this Agreement, then (i) the Board of Directors of the Company shall be deemed for all purposes permitted to disclose to the stockholders of the Company a position with respect to an Acquisition Proposal required by Rule 14e-2(a), Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, (ii) the Board of Directors of the Company may withdraw, modify or amend its recommendation of the Merger and this Agreement by the Board of Directors of the Company at any time if it determines, after consultation with its outside legal counsel, that the failure to have breached this take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable Laws, and (iii) the Board of Directors of the Company may take any action described in Section 6.15.4(a)(iii) or (vi) if it determines, after consultation with its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of its fiduciary obligations to the stockholders of the Company under applicable Laws.

No Solicitation. (a) From and after the date of this Agreement Date until the Closing or Effective Time or, if earlier, the termination of this Agreement, subject to Section 6.02(b), the Company shall not and shall cause its Subsidiaries not to, and the Company shall direct its and their Representatives not to, and the Company shall not permit its officers, directors or Principal Stockholders to, directly or indirectly: (i) initiate, solicit, knowingly encourage or facilitate (including by way of providing information) the submission or making of any requests, inquiries, proposals or offers that constitute or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate, any such requests, proposals, offers, discussions or negotiations or furnish to any Person any material nonpublic information in furtherance of, any Acquisition Proposal or (ii) except as expressly permitted by Section 6.02(e), approve or recommend, or publicly propose to approve or recommend, an Acquisition Proposal, or enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, purchase agreement, option agreement or other agreement providing for or relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement as set forth in, and if permitted pursuant to, the provisions of Section 6.02(b)) or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the Transactions or breach its obligations hereunder or propose or agree to do any of the foregoing. The Company shall, shall cause its Subsidiaries to, and shall use reasonable best efforts to cause its and their Representatives to immediately cease and terminate, any solicitation, knowing encouragement, discussion or negotiation or cooperation with, or assistance or participation in, or facilitation of any such inquiries, proposals, discussions or negotiations with, any Persons conducted heretofore by the Company, its Subsidiaries and its and their Representatives with respect to any Acquisition Proposal and promptly request and instruct the prompt return or destruction of all confidential information previously furnished to any such Person, and the Company shall take all reasonably necessary actions to secure its rights and ensure the performance of any such Person’s obligations under any applicable confidentiality agreement. To the extent consistent with its fiduciary duties, the Company shall take all actions necessary to enforce its rights under the provisions of any “standstill” agreement between the Company and any Person (other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC and its Affiliates in connection with this Agreement), and shall not grant any waiver of, or agree to any amendment or modification to, any such agreement. The Company shall ensure that its Representatives are aware of the provisions of this Section 6.02, and any violation of the restrictions contained in this Section 6.02 by its Board of Directors (including any committee thereof) or its Representatives shall be deemed to be a breach of this Section 6.02 by the Company. (b) Notwithstanding anything to the contrary contained in Section 6.02(a) or any other provisions of this Agreement, if at any time following the date of this Agreement and prior to obtaining the Stockholder Approval, (i) the Company has received an unsolicited written Acquisition Proposal from a third party that the Board of Directors determines in good faith to be bona fide, (ii) such Acquisition Proposal did not result from a breach of this Section 6.02, (iii) the Board of Directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that (x) such Acquisition Proposal constitutes or would reasonably be expected to result in a Superior Proposal and (y) the failure to take the actions described in clauses (A) and (B) below would be inconsistent with the Board of Directors’ fiduciary duties under Delaware Law, then the Company may (A) enter into an Acceptable Confidentiality Agreement with the Person making such Acquisition Proposal and furnish information with respect to the Company and its Subsidiaries pursuant to Article VIIIthe Acceptable Confidentiality Agreement with the Company to the Person making the Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided, that the Company shall give written notice to Parent after any such determination by the Board of Directors and before taking any of the actions described in the foregoing clauses (A) and (B). The Company shall concurrently provide Parent with copies of any information or materials provided or made available to such other Person which was not previously made available to Parent. (c) The Company shall promptly (and, in any event, within 24 hours) notify Parent in writing in the event that the Company or any of its Representatives receives any Acquisition Proposal, or any request for non-public information concerning the Company or any of its Subsidiaries related to, or that could reasonably be expected to be related to or from any Person or group who could reasonably be expected to make any Acquisition Proposal, or any request for discussions or negotiations related to any Acquisition Proposal (including any material changes related to the foregoing), indicating, in connection with such notice, the identity of the Person making such Acquisition Proposal or request and the material terms and conditions thereof. The Company shall keep Parent reasonably informed on a current basis (within no more than 24 hours) of any material developments in the status and terms of any such Acquisition Proposal or request, including whether such Acquisition Proposal or request has been withdrawn or rejected and any material changes to the terms thereof. (d) The Company shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any Person relating to a possible Acquisition Proposal subsequent to the date of this Agreement except for an Acceptable Confidentiality Agreement as permitted or required pursuant to this Section 6.02, and neither the Company nor any of its Subsidiaries nor shall be party to any agreement that prohibits the Company from providing to Parent any information provided or made available to any other Person pursuant to an Acceptable Confidentiality Agreement. (e) From and after the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, and except as otherwise provided for in the immediately following sentence, neither the Board of Directors of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, committee thereof shall (i) solicitwithdraw, initiatequalify or modify or publicly propose to withdraw, seek, entertain, encourage, facilitate, support qualify or induce modify in any manner the making, submission or announcement Recommendation (a “Change of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition ProposalRecommendation”), (ii) enter into, participate in, maintain approve or continue any communications (except solely recommend or propose publicly to provide written notice as to the existence of these provisions) approve or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, recommend an Acquisition Proposal, Proposal or (iii) agree toapprove or recommend, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse approve or recommend) any Acquisition Proposal, (iv) enter into or execute any letter of intent intent, agreement in principle, acquisition or any other Contract contemplating or otherwise agreement relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement). The Board of Directors may at any time prior to the time Stockholder Approval has been obtained, if it determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to take such action would be inconsistent with the fiduciary duties of the Board of Directors to the Company’s stockholders under Delaware Law, (x) make a Change of Recommendation, (y) if the Company receives an unsolicited Acquisition Proposal after the date hereof which the Board of Directors concludes in good faith, after consultation with outside legal counsel and its financial advisors, constitutes a Superior Proposal after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Parent, approve or recommend such Superior Proposal, or and/or (vz) submit any Acquisition Proposal to only in the vote of any shareholders of Company or any Subsidiary. Each case of the Company and its Subsidiaries will immediately cease and cause foregoing clause (y), terminate this Agreement, pursuant to be terminated any and all existing activitiesSection 8.01(f) after or concurrently with payment of the Break-up Fee in accordance with Section 8.03(e), discussions or negotiations with any Persons conducted prior to or on the Agreement Date enter into a definitive agreement with respect to any Acquisition such Superior Proposal. If any Company Representative; provided, whether in his or her capacity as such or in any other capacityhowever, takes any action that the Company is obligated Board of Directors may not make a Change of Recommendation pursuant to the foregoing clause (x) or approve or recommend any Superior Proposal pursuant to the foregoing clause (y) or terminate this Agreement pursuant to the foregoing clause (z) unless the Company has complied with its obligations under this Section 6.1 to cause such Company Representative not to take, then 6.02 and: i) the Company shall be deemed for all purposes have provided prior written notice to Parent and Sub of its intention to take any action contemplated in clause (x), (y) or (z) of this Agreement Section 6.02(e) at least four Business Days in advance of taking such action (the “Notice Period”), which notice shall specify in reasonable detail (x) the material terms and conditions of any such Superior Proposal, if applicable, (including the identity of the Person making such Superior Proposal), and shall have contemporaneously provided a copy of the then-current form of all relevant transaction agreements relating to have breached this Section 6.1.any such Superior Proposal, if applicable, or if no such agreement exists a written summary of the material terms and conditions of such Superior Proposal (the “Alternative Acquisition Agreement”) and (y) if such Change of Recommendation is not being made as a result of a Superior Proposal, the reasons for such action;

No Solicitation. From (a) The Company (i) shall not, and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of shall cause its Subsidiaries nor any of the Company Shareholders willnot to, nor will any of them and shall not authorize or permit any of its or their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) Representatives to, directly or indirectly, (iA) solicit, initiate, seek, entertain, initiate or knowingly encourage, or take any other action to knowingly facilitate, support any Takeover Proposal or induce any inquiries or the making, submission or announcement making of any inquiryproposal that would reasonably be expected to result in or lead to a Takeover Proposal or (B) enter into, expression continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (or any Representative thereof) any information with respect to or in connection with, or otherwise knowingly cooperate with any person (or any Representative thereof) with respect to, any Takeover Proposal or any inquiries or proposals that would reasonably be expected to result in or lead to a Takeover Proposal, (ii) shall and shall cause its Subsidiaries and its and their respective Representatives to immediately cease and cause to be terminated all existing activities, discussions and negotiations with any person conducted heretofore with respect to any Takeover Proposal or any inquiries or proposals that would reasonably be expected to result in or lead to a Takeover Proposal and (iii) shall promptly, and in any event within two days following the date of interestthis Agreement, proposal request, and shall use its commercially reasonable efforts to cause, the prompt return or offer written acknowledgment of destruction of all confidential information previously furnished to any person within 24 months prior to the date of this Agreement for the purposes of evaluating a possible Takeover Proposal to the extent that constitutesthe Company is entitled to have such documents returned or destroyed. Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to release any person from or waive any standstill provision or similar provision with respect to any capital stock of the Company or any of its Subsidiaries in any agreement to which the Company or any of its Subsidiaries is a party solely to the extent that (x) such provision would otherwise prohibit the counterparty thereto from making a confidential Takeover Proposal directly to the Board of Directors of the Company in accordance with this Section 4.02 and (y) the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. Except to the extent otherwise permitted by the foregoing sentence, the Company shall, and shall cause its Subsidiaries to, enforce the standstill provisions of any such agreement. Notwithstanding anything in this Section 4.02 to the contrary, at any time prior to obtaining the Stockholder Approval, in response to a bona fide written unsolicited Takeover Proposal received after the execution of this Agreement which did not result from a material breach of this Section 4.02, (x) the Company and its Representatives may contact the person proposing such Takeover Proposal or the Representatives of such person solely to clarify the terms and conditions thereof and (y) if the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel and Citigroup or another financial advisor of nationally recognized reputation, that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, the Company may, and may permit and authorize its Subsidiaries and its Representatives and its Subsidiaries’ Representatives to, an Acquisition Proposalin each case subject to compliance with Section 4.02(c) and the other provisions of this Agreement, (ii1) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public furnish information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease to the person making such Takeover Proposal (and cause its Representatives) pursuant to be terminated any a confidentiality agreement which contains terms that are no less restrictive of such person than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”); provided that all such information had been provided, or is concurrently provided, to Parent, and all existing activities, (2) participate in discussions or negotiations with any Persons conducted prior to or on with, and only with, the Agreement Date with respect to any Acquisition person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. If Without limiting the generality of the foregoing, it is understood that any Company Representative, whether violation of the restrictions set forth in his or her capacity as such or in this Section 4.02(a) by any other capacity, takes any action that Subsidiary of the Company is obligated pursuant to this Section 6.1 to cause such Company or any Representative not to take, then of the Company or any of its Subsidiaries shall be deemed for all purposes to be a breach of this Agreement to have breached this Section 6.14.02(a) by the Company.

No Solicitation. 6.3.1. From and after the date of this Agreement Date until the Closing or termination of this Agreement pursuant to Article VIIIAgreement, neither the Sellers, the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, managers (or directors, as the case may be), affiliates, shareholders members (or stockholders, as the case may be) or employees or any investment advisor or banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders Members (or securityholders, as the case may be) of Company or any Subsidiary. Each of the Company and its Subsidiaries will immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement Date with respect to any Acquisition Proposal. If any Company Representative, whether in his or her capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.1 6.3 to cause such Company Representative not to take, then the Company shall be deemed for all purposes of this Agreement to have breached this Section 6.16.3. 6.3.2. The Sellers and the Company shall immediately (and in no event later than 24 hours) notify Purchaser orally and in writing after receipt by the Sellers, the Company and/or any Subsidiary (or, to the knowledge of the Company, by any of the Company Representatives), of (i) any Acquisition Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal, or (iv) any request for nonpublic information relating to the Company or any Subsidiary or for access to any of the properties, books or records of the Company or any Subsidiary by any Person or Persons other than Purchaser. Such notice shall describe (A) the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request, and (B) the identity of the Person or Group making any such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Sellers and the Company shall keep Purchaser fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto and shall provide to Purchaser a true, correct and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing. The Sellers and the Company shall provide Purchaser with 48 hours prior notice (or such lesser prior notice as is provided to the members of its management) of any meeting of the Members of the Company at which it is reasonably expected to discuss any Acquisition Proposal.

No Solicitation. From and after the Agreement Date until the Closing or termination of this Agreement pursuant to Article VIII, neither the Company nor any of its Subsidiaries nor any of the Company Shareholders will, nor will any of them authorize or permit any of their respective officers, directors, affiliates, shareholders or employees or any investment banker, attorney or other advisor or representative retained by any of them (all of the foregoing collectively being the “Company Representatives”a) to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal, or (v) submit any Acquisition Proposal to the vote of any shareholders of Company or any Subsidiary. Each of the The Company and its Subsidiaries will shall immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons (other than Parent and Acquisition Sub) conducted prior to or on the Agreement Date heretofore with respect to any proposal that constitutes or would reasonably be expected to lead to, any Acquisition Proposal. If . (b) Subject to Section 6.2(c), at all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, neither the Company nor any of its Subsidiaries nor any of their respective officers, directors or employees shall, and the Company Representativeshall instruct its and its Subsidiaries’ other representatives not to, directly or indirectly, (i) whether in his publicly or her capacity as such otherwise, solicit, initiate, induce, cause, knowingly encourage or knowingly take any other action designed to facilitate or assist, any proposal, inquiry, indication of interest or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to encourage, induce, facilitate or assist the making, submission or announcement of any proposal, inquiry, indication of interest or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, (iii) conduct, participate, maintain or engage in, or continue to conduct, participate, maintain or engage in, any discussions or negotiations with any Person, or take any action, with respect to any proposal, inquiry, indication of interest or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (provided, however, nothing contained herein shall prohibit the Company or any of its representatives from informing any third party of the provisions set forth in this Section 6.2 or contacting the Person (or the representatives of such Person) that made any Acquisition Proposal solely for the purpose of seeking clarification of solely those terms or conditions of such Acquisition Proposal that require clarification so as to determine whether such Acquisition Proposal is, or is reasonably likely to result in, a Superior Proposal), (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent expressly permitted pursuant to Section 7.4(b)), (v) enter into any letter of intent, memorandum of understanding, agreement in principle or similar document, or any Contract or commitment contemplating or otherwise providing for or relating to an Acquisition Transaction (other capacitythan an Acceptable Confidentiality Agreement) (an “Alternative Acquisition Agreement”), takes (vi) take any action to make the provisions of any state takeover statute or similar statute or regulation (including the restrictions under Section 203 of the DGCL), or any anti-takeover provision in the Company’s organizational documents, inapplicable to any transactions contemplated by an Acquisition Proposal, (vii) amend or grant any waiver or release under, or fail to enforce, any standstill or similar Contract with respect to any class of equity securities of the Company or any of its Subsidiaries, or (viii) propose or agree to any of the foregoing. The Company shall, as soon as practicable following the date hereof but in any event within two (2) Business Days, request of each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return all confidential information furnished prior to the execution of this Agreement to or for the benefit of such Person by or on behalf of the Company or any of its Subsidiaries or representatives. From and after the date of this Agreement, the Company and its Subsidiaries and their respective officers, directors and employees shall use their reasonable best efforts to enforce any confidentiality provisions or provisions of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of the Company Subsidiaries is a beneficiary. (c) As promptly as practicable, and in any event within twenty-four (24) hours, following the receipt by the Company, any of its Subsidiaries or any of their respective representatives of (x) an Acquisition Proposal, (y) any request for nonpublic information, to engage in negotiations or discussions regarding, or any other inquiry that would reasonably be expected to lead to, an Acquisition Proposal, or (z) any request for a waiver or release under any standstill or similar Contract, the Company shall provide Parent with oral and written notice of (i) the receipt of such Acquisition Proposal, request or inquiry, (ii) the material terms and conditions of such Acquisition Proposal, request or inquiry (including any financing arrangements), and (iii) the identity of the Person or group (as defined under Section 13(d) of the Exchange Act) making such Acquisition Proposal, request or inquiry and a copy of all written materials provided by such Person or group in connection with such Acquisition Proposal, request or inquiry (provided that the Company may redact, and not disclose, the identity of the Person or group making any such Acquisition Proposal if disclosure of such identity would violate the terms of a Contract by which the Company is obligated bound as of the date hereof). The Company shall keep Parent informed as promptly as practicable with respect to the status and details of such Acquisition Proposal, request or inquiry (and in any event within twenty-four (24) hours following any changes to such Acquisition Proposal, request or inquiry), including by providing copies of all written materials received by the Company, any of its Subsidiaries or their respective representatives relating to such Acquisition Proposal after written notice of such Acquisition Proposal is delivered to Parent pursuant to this Section 6.1 6.2(c). (d) Notwithstanding anything to cause such Company Representative not the contrary set forth in this Section 6.2 or elsewhere in this Agreement, but subject to takeSection 6.2(c), then prior to the Acceptance Time, the Company shall may request clarifications from, waive provisions of a standstill or similar Contract applicable to, enter into or participate in discussions or negotiations with or furnish information to, any Person or group (as defined under Section 13(d) of the Exchange Act) (or its representatives) in response to an unsolicited written Acquisition Proposal that could reasonably be deemed for all purposes expected to lead to a Superior Proposal, in each case made after the date of this Agreement and under circumstances not otherwise involving a breach of this Agreement, if (A) such action is taken subject to have breached an Acceptable Confidentiality Agreement, and (B) the Company Board reasonably determines in good faith, after consultation with outside legal counsel, that the failure to take such actions would be inconsistent with its fiduciary duties under applicable Law. The Company shall, prior to or substantially simultaneously with the provision of any non-public information of the Company to any such Person, provide such information to Parent (including by posting such information to the Data Room), to the extent such information has not previously been provided or made available to Parent. (e) Without limiting the foregoing, the Company agrees that any violation of the restrictions set forth in this Section 6.16.2 by any representative of the Company or any of its Subsidiaries shall constitute a breach by the Company of this Section 6.2.