Common use of No Solicitation Clause in Contracts

No Solicitation. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The During the Pre-Closing Period, the Company and its Subsidiaries shall not, nor shall it permit any of and the Company and its Subsidiaries toshall use reasonable efforts to cause their respective directors, nor shall it authorize or permit any officerofficers, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") employees and other agents not to, directly or indirectly, (ia) solicit, initiate, initiate or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding encourage any Acquisition Proposal, (iib) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (including person any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any non public information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofencouraging or facilitating, any Acquisition ProposalProposal or (c) otherwise cooperate in any way with, or (iii) enter into assist or participate in, facilitate or encourage, any agreement with respect effort or attempt by any other person 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; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" “Acquisition Proposal” means (i) any proposal or offer forfor a merger, or any expression consolidation, dissolution, sale of interest (by public announcement or otherwise) by any Personsubstantial assets outside the ordinary course of business, other than Parent or its affiliatesstock purchase, in a merger recapitalization, share exchange or other business combination involving the Company or any Subsidiary of its Subsidiaries, (ii) any proposal for the issuance by the Company or any inquiry, of its Subsidiaries of over 20% of its equity securities or (iii) any proposal or offer to acquire in any manner (including through a joint venture with the Company)manner, directly or indirectly, all or any significant portion over 20% of the equity securities or total assets or capital stock of the Company and its 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 existing discussions or negotiations with any Subsidiary persons or entities (other than the Buyer and the Transitory Subsidiary) conducted heretofore with respect to any of the Company.foregoing

No Solicitation. The Company Stockholder (in the Stockholder’s capacity as such) shall not, nor and shall it not authorize or permit any of its Subsidiaries tocontrolled affiliates, nor shall it authorize or permit any officerinvestment banker, director, employee, agent attorney or other advisor or representative of retained by the Company or any of its Subsidiaries Stockholder ("COMPANY REPRESENTATIVES"collectively, “Representatives”) to, directly or indirectly, (i) solicit, initiate, knowingly facilitate, engage in any discussions, investigations or negotiations with respect to, or knowingly facilitate encourage the submission of any Acquisition Proposal or any inquiries regarding of, any Acquisition Proposal, (ii) participate in disclose any discussions or negotiations regarding, or furnish non-public information relating to any Person (including any parties with which the Company or any representative of its Subsidiaries, afford access to the business, properties, assets, books or records of the Company has previously engaged in discussions or negotiations with respect any of its Subsidiaries to any third party that has informed the Company that it is seeking to make, or has made, an Acquisition Proposal) Proposal or take any information with respect other action intended to its business, properties assist or assets, for facilitate any inquiries or the purpose making of facilitating the consummation of, any proposal that constitutes or could lead to an Acquisition Proposal, or (iii) consent to or vote in favor of any action to approve any transaction under or any third party becoming an “interested stockholder” under Chapter 110F of the Massachusetts Laws, or (iv) 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 Acquisition Proposal. The Stockholder shall immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal; provided. Without limiting the generality of the foregoing, however, the Stockholder acknowledges and hereby agrees that any violation of the foregoing shall not prohibit restrictions set forth in this Section 11 by the Company Stockholder or any of its Subsidiaries Representatives shall be deemed to be a breach of this Section 11 by the Stockholder. The Stockholder shall not enter into any letter of intent or the Company Representatives from, prior similar document or any agreement contemplating or otherwise relating to the acceptance for payment of Shares an Acquisition Proposal unless and until this Agreement is terminated pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyterms.

No Solicitation. The (a) During the period beginning on the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, the Company agrees that (i) the Company and the Company Subsidiaries shall not, and neither the Company nor shall it permit any of its the Company Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") their respective Representatives to, directly or indirectly, (i) solicit, initiate, solicit or knowingly facilitate or encourage (including by way of furnishing non-public information) the submission making of any Acquisition proposal or offer that constitutes, or is reasonably expected to lead to, an Alternative Proposal from any Person or group of Persons or engage in any inquiries regarding substantive discussions or negotiations concerning, or provide any Acquisition non-public information or knowingly assist, participate in, facilitate or encourage an effort by any third party with respect to, an Alternative Proposal, and (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of and the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) Subsidiaries shall not enter into any agreement with respect to any Acquisition Alternative Proposal (other than an Acceptable Confidentiality Agreement) and shall cease, and instruct their respective Representatives to cease, any existing solicitation, substantive discussions or negotiations by or on behalf of the Company with any Person(s) conducted theretofore with respect to any Alternative Proposal and shall use its commercially reasonable efforts to cause any such Person (or its agents or advisors) in possession of non-public information in respect of the Company or the Company Subsidiaries that was furnished by or on behalf of the Company and the Company Subsidiaries to return or destroy all such information. (b) Notwithstanding the restrictions set forth in Section 6.2(a), the Company (directly or through its Representatives) may: (i) until the earlier to occur of the Acceptance Time and the receipt of the Company Stockholder Approvals, engage in substantive discussions or negotiations with a Person or group of Persons that makes an unsolicited bona fide Alternative Proposal made after the date hereof that did not result from the Company breaching its obligations under this Section 6.2 and may furnish to such Person(s) and its/their Representatives information concerning, and may afford such Person(s) and its/their Representatives access to, the Company and the Company Subsidiaries and their businesses, properties, assets, books and records, if (x) the Company Board determines in good faith (after consultation with the Company’s financial advisor and outside counsel), such Alternative Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal and (y) prior to furnishing such information or access to, or entering into substantive discussions (except as to the existence of this Section 6.2 or to ask such Person(s) to clarify the terms and conditions of such Alternative Proposal) or negotiations with, such Person(s), (A) the Company receives from such Person(s) an executed Acceptable Confidentiality Agreement and (B) the Company notifies Parent to the effect that it intends to furnish information or access to, or intends to enter into substantive discussions or negotiations with, such Person(s); (ii) comply with Rules 14e-2 and 14d-9 and Item 1012(a) of Regulation M-A promulgated under the Exchange Act with regard to a tender or exchange offer; (iii) make “stop-look-and-listen” communications with respect to an Alternative Proposal of the nature contemplated by Rule 14d-9 under the Exchange Act; and (iv) make any other appropriate or required disclosure to the Company’s stockholders and take any other action required in connection with any action permitted by this Section 6.2(b) if the Company Board determines in good faith (after consultation with the Company’s outside counsel) that the failure to make such disclosure or take such other action would be inconsistent with applicable Law; provided, however, that the foregoing Company shall promptly notify Parent (within no more than 24 hours) of the communication or receipt of any Alternative Proposal, any request that could reasonably be expected to be related to an Alternative Proposal, indicating, in connection with such notice, the identity of the Person making such Alternative Proposal or request and the material terms and conditions thereof. The Company shall keep Parent promptly (within no more than 24 hours) and reasonably informed of any material developments in the status and terms of any such Alternative Proposal or request (including whether such Alternative Proposal or request has been withdrawn or rejected and any material change to the terms thereof and shall provide Parent with copies of any written information or materials that it provides to the Person making the request therefor that have not prohibit previously been provided to Parent). (c) The Company Board may not (i) (A) withdraw or modify, in a manner adverse to Parent, the recommendation by the Company Board of the Offer, the Merger or this Agreement (except as set forth in clause (y) of the proviso in Section 2.10(a)(ii) or as set forth below in this Section 6.2(c)) or (B) approve or recommend to the stockholders of the Company an Alternative Proposal (any action in this clause (i) being referred to as an “Adverse Recommendation Change”) or (ii) cause the Company or any of its Subsidiaries or the Company Representatives fromSubsidiaries to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Proposal (other than an Acceptable Confidentiality Agreement). Notwithstanding the foregoing, at any time prior to the acceptance for payment earlier to occur of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to Acceptance Time and the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors receipt of the Company shall have concluded Stockholder Approvals (x) the Company Board may effect an Adverse Recommendation Change other than in good faith, connection with an Alternative Proposal if the Company Board (after consultation with its the Company’s financial advisor and outside legal counsel, ) determines in good faith that the failure to take such action is necessary in order for the Board of Directors to comply would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law or (y) in response to an Alternative Proposal, if the Company Board (after consultation with the Company’s financial advisor and outside counsel) determines in good faith that any Alternative Proposal constitutes a Superior Proposal, the Company Board may: (i) withdraw or modify its approval or recommendation of the Company under applicable law. For purposes of Offer, the Merger and this Agreement, "ACQUISITION PROPOSAL" means any proposal ; (ii) approve or offer for, or any expression of interest recommend such Superior Proposal; (by public announcement or otherwiseiii) by any Person, other than Parent or its affiliates, in a merger or other business combination involving cause the Company or any Subsidiary of the Company Subsidiaries to enter into a binding written agreement with respect to such Superior Proposal (a “Superior Proposal Agreement”); or (iv) terminate this Agreement in accordance with Section 8.1(c); provided, however, that (A) prior to taking any action pursuant to clause (i), (ii), (iii) or (iv) of this Section 6.2(c), the Company shall (x) give Parent at least five (5) Business Days prior written notice (the “Notice Period”) thereof, which notice shall state that the Company has received a Superior Proposal, include a copy of all relevant documents relating to the Superior Proposal and a written summary of the material terms and conditions of the Superior Proposal not made in writing and the identity of the Person or “group” making the Superior Proposal, which notice need only be given once with respect to any inquirySuperior Proposal, proposal or offer to acquire unless such Superior Proposal is modified in any manner material respect (including through which includes any revision in price whatsoever) in which case a joint venture new Notice Period will begin (it being understood that there may be multiple extensions) and (y) promptly provide Parent with a list of any nonpublic information concerning the Company), directly or indirectly, all or any significant portion of the assets or capital stock business of the Company and the Company Subsidiaries, and the present or future financial condition or results of operations thereof, provided to any Subsidiary third party, and, to the extent such information has not been previously provided to Parent, copies of such information, (B) during the Notice Period, the Company shall have negotiated with Parent and its Representatives in good faith with respect to any adjustments to the terms and conditions of this Agreement as would permit the Company Board not to make an Adverse Recommendation Change and (C) following the Notice Period the Company Board shall have determined in good faith (after consultation with its financial advisor and outside legal counsel) after taking into account any such modifications, changes or revisions to the terms of this Agreement proposed by Parent (taking into account, among other things, (I) the terms of such offer and (II) such legal, financial, regulatory, timing, financing, conditionality (i.e. closing conditions) and other aspects of such offer which the Company Board deems relevant), that (x) failure to effect the Adverse Recommendation Change action still would be inconsistent with the directors’ fiduciary duties to the Company’s stockholders under applicable Law and (y) if the intended Adverse Recommendation Change is the result of a Superior Proposal, the Superior Proposal would continue to constitute a Superior Proposal even if such changes were to be given effect.

No Solicitation. The Company shall (a) Seller agrees that it will not, nor shall it permit any and will cause its controlled Affiliates to not, from the date of its Subsidiaries to, nor shall it authorize this Agreement and for a period of two years following the Closing Date (the “Non-Solicitation Period”) personally or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") tothrough others, directly or indirectly, encourage, induce, attempt to induce, solicit or attempt to solicit (on their own behalf or on behalf of any other Person) any Transferred Employee or any employee of Buyer or any Subsidiary of Buyer with whom Seller or its Representatives has had significant contact in connection with or as a result of the transactions contemplated by this Agreement or the Ancillary Agreements (collectively, the “Restricted Employees”) to leave his or her employment with Buyer or its Affiliates; provided, that no member of the Seller Group shall be restricted from (i) solicit, initiate, making a general solicitation that is not targeted specifically to any Restricted Employee or knowingly facilitate the submission group of any Acquisition Proposal or any inquiries regarding any Acquisition ProposalRestricted Employees, (ii) participate in any discussions or negotiations regarding, or furnish responding to any Person (including Restricted Employee who contacts it at his or her own initiative without the prior direct or indirect encouragement or solicitation by or on behalf of any parties with which the Company or any representative member of the Company has previously engaged in discussions or negotiations with respect to any Acquisition ProposalSeller Group (other than as permitted by clause (i) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into of this proviso), (iii) hiring persons (x) who are referred by search firms or employment agencies or similar entities so long as such entities have not been instructed by or on behalf of any agreement with respect member of the Seller Group to solicit any Restricted Employee or (y) to whom any member of the Seller Group may respond pursuant to clause (i) or (ii). Any violation of this Section 5.9(a) by any member of the Seller Group shall be deemed a violation of Seller. The parties agree that if an employee of the Seller Group solicits a Restricted Employee without permission or authority from an executive officer of the Seller Group or member of the human resources department of the Seller Group, then such activity shall not be a violation of this Section 5.9(a) so long as the Seller Group terminates such solicitation activity promptly, and in no event more than 24 hours, after an executive officer or member of the human resources group of the Seller Group becomes aware of such activity. Buyer agrees to use commercially reasonable efforts to give notice to Seller promptly if it becomes aware of any solicitation activity it believes may breach this Section 5.9(a), provided, that failure to give such notice shall not relieve any member of the Seller Group of any of its obligations under this Section 5.9(a). The restrictions set forth in this Section 5.9(a) shall not apply to any Acquisition Proposalthird Person or any of such third Person’s current or future Affiliates that acquires, via a merger or business combination, any member of the Seller Group; provided, howeverfor the avoidance of doubt, such restrictions shall continue to apply to any acquired member of the Seller Group (or, if applicable, the surviving entity of a merger or business combination involving any member of the Seller Group) and shall apply in the event that a member of the Seller Group requested, directed or influenced the solicitation or it was made by the third Person on behalf of or at the direction of a member of the Seller Group. In the event that this Agreement is terminated in accordance with its terms prior to the Closing, this Section 5.9(a) shall be binding upon Seller only for the period from the date hereof until the first anniversary of the date of termination of this Agreement. (b) Buyer agrees that it will not, and will cause its controlled Affiliates to not, from the date of this Agreement until the end of the Non-Solicitation Period personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit (on their own behalf or on behalf of any other Person) any employee of any member of the Seller Group (other than the Business Employees) (a “Seller Employee”) to leave his or her employment with such member of the Seller Group or, during the term of the Austin Office Lease, (to the extent such covenant by Buyer is permitted by applicable law) hire any Seller Employee whose principal place of work is the facility covered by the Austin Office Lease for employment by Buyer or its Affiliates at a work location in Texas; provided, that none of Buyer or its Affiliates shall be restricted from (i) making a general solicitation that is not targeted specifically to any Seller Employee or group of Seller Employees, (ii) responding to any Seller Employee who contacts it at his or her own initiative without the foregoing shall prior direct or indirect encouragement or solicitation by Buyer or its Affiliates (other than as permitted by clause (i) or (iii) of this proviso), (iii) hiring persons (x) who are referred by search firms or employment agencies or similar entities so long as such entities have not prohibit the Company been instructed by Buyer or any of its Subsidiaries Affiliates to solicit any Seller Employee or (y) to whom Buyer or its Affiliates may respond pursuant to clause (i) or (ii). Any violation of this Section 5.9(b) by any Affiliate of Buyer shall be deemed a violation of Buyer. The parties agree that if an employee of Buyer or its Affiliates solicits a Seller Employee without permission or authority from an executive officer of Buyer or member of the Company Representatives fromhuman resources department of Buyer, then such activity shall not be a violation of this Section 5.9(b) so long as Buyer terminates such solicitation activity promptly, and in no event more than 24 hours, after an executive officer or member of the human resources group of Buyer becomes aware of such activity. Seller agrees to use commercially reasonable efforts to give notice to Buyer promptly if it becomes aware of any solicitation activity it believes may breach this Section 5.9(b), provided, that failure to give such notice shall not relieve any Buyer Party of any of its obligations under this Section 5.9(b). The restrictions set forth in this Section 5.9(b) shall not apply to any third Person or any of such third Person’s current or future Affiliates that acquires, via a merger or business combination, any member of the Buyer Group; provided, for the avoidance of doubt, such restrictions shall continue to apply to any acquired member of the Buyer Group (or, if applicable, the surviving entity of a merger or business combination involving any member of the Buyer Group) and shall apply in the event that a member of the Buyer Group requested, directed or influenced the solicitation or it was made by the third Person on behalf of or at the direction of a member of the Buyer Group. In the event that this Agreement is terminated in accordance with its terms prior to the acceptance Closing, this Section 5.9(b) shall be binding upon Buyer only for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to period from the proviso in Section 5.02(c)), with terms no less favorable than date hereof until the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors first anniversary of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board date of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes termination of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company (a) Except as expressly permitted by this Section 4.3, during the Pre-Closing Period the Acquired Companies shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") cause their Representatives not to, directly or indirectly, indirectly (i) solicitcontinue any solicitation, initiateknowing encouragement, discussions or knowingly facilitate the submission of negotiations with any Acquisition Proposal or any inquiries regarding any Persons that may be ongoing with respect to an Acquisition Proposal, (ii) (A) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other Person (including any parties information in connection with which the Company an Acquisition Proposal or any representative of the Company has previously engaged in discussions proposal or negotiations with respect offer that could reasonably be expected to any Acquisition Proposal) any information with respect lead to its business, properties or assets, for the purpose of facilitating the consummation of, any an Acquisition Proposal, or (iiiC) adopt, approve, endorse, recommend, declare advisable or enter into any letter of intent, memorandum of understanding, agreement with respect to any Acquisition Proposal; providedin principle, howeverterm sheet or similar agreement, that the foregoing shall not prohibit the Company whether binding or nonbinding, or any of its Subsidiaries or the Company Representatives from, prior Contract (other than an Acceptable Confidentiality Agreement permitted to the acceptance for payment of Shares be executed pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c4.3(b)), in each case, with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning respect to, or that could reasonably be expected to lead to, an Acquisition Proposal or that would reasonably be expected to cause the Company and its businessesto abandon, properties terminate, delay or assets fail to a Person who has made an unsolicited written Acquisition Proposalconsummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions, (Biii) engaging in discussions waive or negotiations with such release any Person who has made an unsolicited written Acquisition Proposalfrom, but in each case referred to forebear in the foregoing clauses enforcement of or amend any standstill agreement or any standstill provisions of any other Contract, or take any action to exempt any Person (Aother than Parent, Merger Sub or their Affiliates) from the restrictions on “business combinations” or any similar provision contained in applicable Takeover Laws or the organizational and other governing documents of an Acquired Company, unless in the case of this clause (B) only to the extent that iii), the Board of Directors of the Company shall have concluded determines in good faith, after consultation with its the Company’s outside legal counsel, that such action is necessary in order for the failure to do so would be inconsistent with the fiduciary duties of the Board of Directors to comply the Company’s stockholders under applicable Legal Requirements and notifies Parent of any such release, forbearance or amendment within one Business Day thereof, or (iv) resolve or publicly propose to take any of the actions set forth in the foregoing clauses (i) through (iii) of this Section 4.3(a). As promptly as reasonably practicable (and in any event within one Business Day) following the Agreement Date, the Company shall terminate access to any data room or similar facility established by the Company or its Representatives in connection with a potential Acquisition Proposal (including the process that culminated in the execution and delivery of this Agreement) and request (unless such a request was previously made by an Acquired Company before the execution and delivery of this Agreement) the prompt return or destruction of all non-public information previously furnished to any Person (other than Parent, ▇▇▇▇▇▇ Sub and their respective Representatives) that has since December 1, 2023 made or indicated an intention to make an Acquisition Proposal or executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (or the process that culminated in the execution and delivery of this Agreement). The Company shall be fully responsible for any action taken by its or the other Acquired Companies’ Representatives that, had such action been taken by the Company, would constitute a breach of this Section 4.3, and any such action taken by any Representative of an Acquired Company shall constitute a breach of this Section 4.3 by the Company. (b) Notwithstanding anything in this Agreement to the contrary, if at any time after the execution and delivery of this Agreement and prior to the receipt of the Company Stockholder Approval (the “Cut-off Time”) any Acquired Company or its Representatives receives a bona fide written Acquisition Proposal from any Person or group of Persons, which Acquisition Proposal was made or renewed after the execution and delivery of this Agreement and did not arise out of or result from a breach of this Section 4.3 or of Section 5.1, and the Board of Directors determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that (i) such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Offer, and (ii) the failure to take such action described in clauses (x) or (y) of this Section 4.3(b) would be inconsistent with the fiduciary duties of the Board of Directors to the Company’s stockholders under applicable Legal Requirements, then the Company and its Representatives may, until the Cut-off Time, (x) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Acquired Companies to the Person or group of Persons who has made such Acquisition Proposal and the Representatives of such Person or group of Persons; provided that the Company shall as promptly as practicable (and in any event within 24 hours) provide to Parent any non-public information concerning the Acquired Companies that is provided to any Person to the extent access to such information is not then available to Parent and its Representatives, and (y) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Acquisition Proposal and the Representatives of such Person or group of Persons. If the Board of Directors makes any determination described in the foregoing clauses (i) and (ii) of this Section 4.3(b) or initially takes any action set forth in the foregoing clauses (x) or (y) of this Section 4.3(b), the Company shall notify Parent within 24 hours thereof. (c) During the Pre-Closing Period, the Company shall (i) promptly (and in any event within 24 hours after receipt thereof by an Acquired Company) notify Parent if any request, inquiry, proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal is received by any Acquired Company or any Representative thereof and provide to Parent (w) copies of any written request, inquiry, proposal, offer or other materials, including proposed agreements (including any proposed term sheet, letter of intent, acquisition agreement, financing commitments or similar agreements with respect thereto) received in connection therewith, (x) a summary of any material unwritten terms and conditions thereof, (y) a summary of the nature of any information requested, and (z) the identity of the Person or each member in the group of Persons making such request, inquiry, proposal or offer, (ii) keep Parent reasonably informed of any material developments, discussions or negotiations regarding any such request, inquiry, proposal, offer or Acquisition Proposal (including by furnishing copies of any further requests, inquires or proposals or amendments thereto) on a prompt basis (and in any event within 24 hours of such material development, discussion or negotiation), and (iii) upon the request of Parent, reasonably inform Parent of the status of such Acquisition Proposal. (d) Nothing in this Section 4.3 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under applicable law. For purposes of this Agreementthe Exchange Act, "ACQUISITION PROPOSAL" means including any proposal or offer for“stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act, or (ii) making any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving disclosure to the Company or any Subsidiary stockholders of the Company or any inquirythat the Board of Directors determines, proposal or offer after consultation with outside counsel, is required by applicable Legal Requirements; provided, however, that nothing in this Section 4.3(d) shall permit the Board of Directors to acquire make a Company Adverse Recommendation Change and, unless the Board of Directors has made a Company Adverse Recommendation Change in any manner (including through a joint venture accordance with the Company)provisions of Section 5.1(b) that remains in effect and has not been withdrawn, directly or indirectly, all or any significant portion of the assets or capital stock of such disclosure shall state that the Company or any Subsidiary of the CompanyBoard Recommendation continues to be in effect.

No Solicitation. The Company shall notFrom and after the date hereof until the termination of this Agreement, neither LIFC, nor shall it any LIFC Subsidiary, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by LIFC or any of its Subsidiaries), will, directly or indirectly, initiate, solicit or encourage (including by way of furnishing non-public information or assistance) any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any person or entity in furtherance of such inquiries, or authorize or permit any of its officers, directors, or employees or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative retained by any of its subsidiaries to take any such action, and LIFC shall notify NYB orally (within one business day) and in writing (as promptly as practicable) of all of the relevant details relating to all inquiries and proposals which it or any of its Subsidiaries to, nor shall it authorize or permit any such officer, director, employee, agent investment banker, financial advisor, attorney, accountant or other representative of the Company or may receive relating to any of its Subsidiaries ("COMPANY REPRESENTATIVES") tosuch matters, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing nothing contained in this Section 6.10 shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of LIFC from furnishing information to, or entering into discussions or negotiations, with any person or entity that makes an unsolicited written proposal to acquire LIFC pursuant to a merger, consolidation, share exchange, business combination, tender or exchange offer or other similar transaction, if, and only to the Company shall have concluded in good faithextent that, (A) the Board of Directors of LIFC determines, after consultation with and after considering the advice of its outside legal counselindependent financial advisor, that such action proposal is necessary in order for superior to the Merger from a financial point-of-view to LIFC's stockholders, (B) the Board of Directors of LIFC, after consultation with and after considering the advice of independent legal counsel, determines in good faith that the failure to comply furnish information to or enter into discussions with its such person would be inconsistent with the Board of Directors of LIFC's fiduciary duties to the stockholders of the Company under applicable law; (C) such Acquisition Proposal was not solicited by LIFC and did not otherwise result from a breach of this Section 6.10 by LIFC (such proposal that satisfies (A), (B) and (C) being referred to herein as a "Superior Proposal"); (D) LIFC promptly notifies NYB of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with LIFC or any of its representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any inquiries, proposals or offers, and receives from such person or entity an executed confidentiality agreement; and (E) the LIFC Stockholders Meeting has not occurred. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company shall During the period from the date of this Agreement until the Effective Time and except as expressly permitted by the following provisions of this Section 4.3, PEC will not, nor shall it and will not permit or cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to, nor and shall direct and use its best efforts to cause its Subsidiaries and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it authorize or permit any officerof its Subsidiaries) not to, directordirectly or indirectly, employeeinitiate, agent solicit, or representative knowingly encourage or otherwise intentionally facilitate any inquiries or the making of any proposal or offer (other than the Merger) with respect to a merger, reorganization, share exchange, consolidation or similar transaction involving, or any purchase of all or a substantial portion of the Company assets or any equity securities of it or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as a "COMPANY REPRESENTATIVESPEC Acquisition Proposal"). PEC will not, and will not permit or cause any of its Subsidiaries or any of the officers and directors of it or its Subsidiaries to and shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) solicit, initiateengage in any negotiations concerning, or knowingly facilitate the submission of provide any Acquisition Proposal confidential information or data to, or have any inquiries regarding discussions with, any Person relating to a PEC Acquisition Proposal, (ii) participate in any discussions whether made before or negotiations regardingafter the date of this Agreement, or furnish otherwise intentionally facilitate any effort or attempt to any Person (including any parties with which the Company make or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any implement a PEC Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent PEC or its Board of Directors from complying with Rule 14e-2 promulgated under the foregoing shall not prohibit the Company Exchange Act with regard to a PEC Acquisition Proposal or at any of its Subsidiaries or the Company Representatives from, time prior to the acceptance for payment time that the Merger shall have been approved by the stockholders of Shares pursuant to PEC at the Offer, PEC Stockholder Meeting (as defined below in Section 5.1(b)) (A) furnishing providing information pursuant in response to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to request therefor by a Person who has made an unsolicited bona fide written PEC Acquisition Proposal if the Board of Directors receives from the Person so requesting such information an executed confidentiality agreement the terms of which are (without regard to the terms of the PEC Acquisition Proposal, or ) (x) no less favorable to PEC and (y) no less restrictive on the Person requesting such information than those contained in the confidentiality agreement between PEC and UTI dated as of the date of this Agreement (the "Confidentiality Agreement"); (B) engaging in any negotiations or discussions or negotiations with such any Person who has made an unsolicited bona fide written PEC Acquisition Proposal; or (C) recommending such a PEC Acquisition Proposal to the stockholders of PEC, but if and only to the extent that, (i) in each such case referred to in the foregoing clauses clause (A) and ), (B) only to the extent that or (C) above, the Board of Directors of the Company shall have concluded PEC determines in good faith, faith after consultation with its outside legal counsel, counsel that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (ii) in each case referred to in clause (B) or (C) above, the Board of Directors to comply of PEC determines in good faith (after consultation with its fiduciary duties financial advisor) that such PEC Acquisition Proposal, if accepted, is reasonably likely to the stockholders be consummated, taking into account all legal, financial and regulatory aspects of the Company under applicable lawproposal and the Person making the proposal and would, if consummated, result in a transaction more favorable to PEC's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable PEC Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"). For purposes PEC will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. PEC agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 4.3 and in the Confidentiality Agreement. PEC will promptly notify UTI if after the date hereof any such inquiries, "ACQUISITION PROPOSAL" means proposals or offers are received by, any proposal or offer forsuch information is requested from, or any expression such discussions or negotiations are sought to be initiated or continued with, any of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliatesrepresentatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers and thereafter shall keep UTI informed, on a merger current basis, on the status and terms of any such proposals or other business combination involving offers and the Company status of any such negotiations or any Subsidiary discussions. PEC also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.PEC Acquisition

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of and the Company or any of shall instruct its Subsidiaries ("COMPANY REPRESENTATIVES") Representatives not to, directly or indirectly, (i) directly or indirectly solicit, initiate, initiate or knowingly encourage or knowingly facilitate the submission of any Acquisition inquiries, proposals or offers that constitute or would reasonably be expected to lead to a Company Takeover Proposal or any inquiries regarding any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) regarding, or furnish to any Person (including other than Parent, Merger Sub or any parties with which designees or Representatives of Parent or Merger Sub) any material non-public information regarding the Company or any representative afford access to the business, properties, assets, books or records of the Company has previously engaged to, or take any other action to knowingly facilitate or knowingly encourage any effort by any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub), in discussions each case, in connection with or negotiations with respect in response to any Acquisition inquiry, offer or proposal that constitutes, or would reasonably be expected to lead to, any Company Takeover Proposal (other than, solely in response to an inquiry that did not result from a material breach of this Section 6.02(a), to refer the inquiring person to this Section 6.02 and to limit its communication exclusively to such referral or to clarify the terms thereof in writing). The Company shall, and shall cause its directors and officers to, and shall use its reasonable best efforts to cause its Representatives to, immediately (i) cease all solicitations, discussions and negotiations regarding any inquiry, proposal or offer pending on the Agreement Date that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (ii) request the prompt return or destruction of all confidential information previously furnished to any Person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) within the last six months for the purposes of evaluating a possible Company Takeover Proposal and (iii) terminate access to any physical or electronic data rooms relating to a possible Company Takeover Proposal. Notwithstanding anything to the contrary contained in the foregoing or any other provision of this Agreement, at any time during the Pre-Closing Period, in response to a Company Takeover Proposal made after the Agreement Date that did not result from a material breach of this Section 6.02(a), in the event that the Company Board determines, in good faith, after consultation with outside counsel and an independent financial advisor, that such Company Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Company Proposal (a “Qualifying Company Takeover Proposal”), the Company may (A) enter into an Acceptable Confidentiality Agreement with any Person or group of Persons making such Qualifying Company Takeover Proposal, (B) furnish information with respect to the Company to the Person or group of Persons making such Qualifying Company Takeover Proposal and its businessor their Representatives pursuant to an Acceptable Confidentiality Agreement so long as the Company concurrently or promptly thereafter (in any event within one (1) Business Day) provides Parent, properties or assets, for in accordance with the purpose terms of facilitating the consummation ofConfidentiality Agreement, any Acquisition Proposal, or (iii) enter into any agreement material non-public information with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company furnished to such other Person or any group of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes Persons that was not previously furnished to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement and (as defined in Section 5.03C) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging participate in discussions or negotiations with such Person who has made an unsolicited written Acquisition or group of Persons and its or their Representatives regarding such Qualifying Company Takeover Proposal (including soliciting the making of a revised Qualifying Company Takeover Proposal, but ); provided that the Company may only take the actions described in each case referred to in the foregoing clauses (A) and ), (B) only to the extent that the Board of Directors of or (C) above if the Company shall have concluded Board determines, in good faith, after consultation with its outside legal counsel, that the failure to take any such action is necessary in order for the Board of Directors would reasonably be likely to comply be inconsistent with its fiduciary duties under applicable Law. Wherever the term “group” is used in this Section 6.02(a), it is used as defined in Rule 13d-5 under the Exchange Act. (b) Neither the Company Board nor any committee thereof shall (i) (A) withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, or publicly withdraw, qualify or modify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation or resolve or agree to take any such action, (B) publicly adopt, endorse, approve or recommend, or propose publicly to adopt, endorse, approve or recommend, any Company Takeover Proposal, (C) if any Company Takeover Proposal is structured as a tender offer or exchange offer (other than by Parent or an Affiliate of Parent), fail to recommend, within five (5) business days (as defined in Rule 14d-1(f) promulgated under the Exchange Act) after such commencement, against acceptance by the Company Stockholders of such tender offer or exchange offer or (D) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the stockholders Company Stockholders (any action described in this clause (i) being referred to in this Agreement as an “Adverse Recommendation Change”) or (ii) enter into any letter of intent, memorandum of understanding, acquisition agreement, merger agreement, or other agreement relating to or that would reasonably be expected to lead to, any Company Takeover Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.02(a)), or resolve, agree or publicly propose to take any such action. (c) Notwithstanding anything to contrary in the Company under applicable law. For purposes foregoing or any other provision of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliatesthe Company Board may, in response to a merger or other business combination involving Company Takeover Proposal that did not result from a material breach of this Section 6.02 effect an Adverse Recommendation Change if (1) the Company or any Subsidiary of the Board determines in good faith, after consultation with outside counsel, such Company or any inquiry, proposal or offer to acquire in any manner (including through Takeover Proposal constitutes a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Superior Company or any Subsidiary of the Company.Proposal,

No Solicitation. The (a) Each of Parent and the Company shall and shall use its reasonable best efforts to cause its Affiliates and each of their respective officers, directors, employees, financial advisors, attorneys and other advisors, representatives and agents to immediately cease any discussions or negotiations with third parties with respect to any Takeover Proposal (as defined below). Each of Parent and the Company shall not, nor shall it authorize or permit any of its Subsidiaries Affiliates to, nor shall it authorize or permit any officer, directordirector or employee of or any financial advisor, employeeattorney or other advisor, representative or agent or representative of the Company it or any of its Subsidiaries ("COMPANY REPRESENTATIVES") toAffiliates, directly or indirectly, to (i) directly or indirectly solicit, initiatefacilitate, initiate or knowingly facilitate encourage the making or submission of, any Takeover Proposal (including without limitation, with respect to the Company, the taking of any Acquisition Proposal or any inquiries regarding any Acquisition action which would make Section 912 of the BCL inapplicable to a Takeover Proposal), (ii) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any discussions or negotiations regarding, or furnish or disclose to any Person (including other than a party to this Agreement) any parties information with which respect to, or take any other action to facilitate or in furtherance of any inquiries or the Company making of any proposal that constitutes, or could reasonably be expected to lead to, any representative Takeover Proposal or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of such party's equity securities; provided, that prior to the Effective Time, in response to an unsolicited Takeover Proposal that did not result from the breach of this Section 6.7 and following delivery to the other party of notice of the Company has previously engaged Takeover Proposal in compliance with its obligations under Section 6.7(d) hereof, such party may participate in discussions or negotiations with respect or furnish information (pursuant to a confidentiality agreement with customary terms to any Acquisition Proposalthird party which makes a bona fide written Takeover Proposal if (A) a majority of its Board of Directors reasonably determines in good faith (after consultation with an independent, nationally recognized investment bank) that taking such action could be reasonably likely to lead to the delivery to it of a Superior Proposal and (B) a majority of its Board of Directors determines in good faith (after receiving the advice of outside legal counsel) that it is necessary to take such actions(s) in order to comply with its fiduciary duties under applicable law. Without limiting the foregoing, each of Parent and the Company agrees that any information with respect to its business, properties or assets, for violation of the purpose restrictions set forth in this Section 6.7(a) by any of facilitating the consummation of, any Acquisition Proposalsuch party's, or (iii) enter into any agreement with respect to of its Subsidiaries', officers, employees, Affiliates or directors or any Acquisition Proposal; providedadvisor, howeverrepresentative, that the foregoing shall not prohibit the Company consultant or agent retained by such party or any of its Subsidiaries or any of their Affiliates in connection with the Company Representatives fromtransactions contemplated hereby, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties whether or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with not such Person who has made an unsolicited written Acquisition Proposalis purporting to act on behalf of such party or any of its Subsidiaries, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes constitute a breach of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwiseSection 6.7(a) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companysuch party.

No Solicitation. The Until the earlier of the Effective Time or the date of termination of this Agreement pursuant to the provisions of Section 9.1 hereof, the Company shall notwill not take, nor shall it will the Company permit any of its Subsidiaries tothe Company's officers, nor shall it authorize directors, employees, stockholders, attorneys, investment advisors, agents, representatives, Affiliates or permit Associates (collectively, "Representatives") to (directly or indirectly) take any officerof the following actions with any Person other than Acquiror, directorMerger Sub and their designees: (a) solicit, employeeencourage, agent initiate, entertain, accept receipt of, review or representative of 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 ("COMPANY REPRESENTATIVES") to, directly or indirectlySubsidiaries, (ib) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any provide information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent Acquiror or its affiliatesMerger Sub, in a merger relating to (or other business combination involving 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 (whether such Subsidiaries are in existence on the date hereof or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Companyare hereafter organized), directly (c) agree to, enter into a Contract with any Person, other than Acquiror or indirectlyMerger Sub, all providing for, or any significant portion of the assets or capital stock of 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 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 the Company's Representatives to take any such action. The Company shall immediately cease and cause to be terminated any such contacts or negotiations with any Person relating to any such transaction or Business Combination. In addition to the foregoing, if the Company receives prior to the Effective Time or the termination of this Agreement any offer or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, 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 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 be paid to the stockholders of the Company or (ii) a failure to induce Acquiror to enter into this Agreement.

No Solicitation. The (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (Eastern time) on the 45th calendar day after the date of this Agreement (the “Go-Shop Period”), the Company and the Company Subsidiaries and their respective officers, directors, employees, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (any of the foregoing, a “Representative”) shall have the right to: (i) initiate, solicit and encourage any inquiry or the making of any proposals or offers that constitute Acquisition Proposals, including by way of providing access to non-public information to any Person pursuant to an Acceptable Confidentiality Agreement; provided that the Company shall not, nor shall it permit promptly (and in any of its Subsidiaries to, nor shall it authorize event within 24 hours) disclose or permit any officer, director, employee, agent or representative of make available to Parent all information concerning the Company or any of its the Company Subsidiaries ("COMPANY REPRESENTATIVES") tothat the Company provides to any Person given such access that was not previously made available to Parent, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, and (ii) engage or enter into, continue or otherwise participate in any discussions or negotiations regarding, with any Persons or furnish to any Person (including any parties with which the Company or any representative groups of the Company has previously engaged in discussions or negotiations Persons with respect to any Acquisition Proposal) any information Proposals or otherwise cooperate with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposalassist or participate in, or (iii) enter into facilitate any agreement with respect to any Acquisition Proposal; providedsuch inquiries, howeverproposals, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such or any effort or attempt to make any Acquisition Proposals. (b) Except as expressly permitted by this Section 6.3 and except as may relate to any Person, group of Persons or group that includes any Person who or group of Persons from whom the Company has made an unsolicited received during the Go-Shop Period a written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent Proposal that the Board of Directors of the Company or any committee thereof determines in good faith (after considering the recommendation of the Special Committee and consulting with the Company’s financial advisors and outside legal counsel) constitutes or could reasonably be expected to result in a Superior Proposal (any such Person or group of Persons, an “Excluded Party”), neither the Company nor any of the Company Subsidiaries may, and the Company and the Company Subsidiaries shall have concluded direct and cause their respective Representatives, not to, at 12:00 a.m. (Eastern Time) on the 46th calendar day after the date of this Agreement (the “No-Shop Period Start Date”) and thereafter until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, (i) continue any discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and (ii) directly or indirectly initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiry or the making or submission of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal for the Company, (iii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to the Company or any of the Company Subsidiaries or afford access to the properties, books or records of the Company or any of the Company Subsidiaries to any person that has made an Acquisition Proposal for the Company or to any person in contemplation of an Acquisition Proposal for the Company, or (iv) accept an Acquisition Proposal for the Company or enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal for the Company (other than an Acceptable Confidentiality Agreement permitted pursuant to this Section 6.3) (any agreement, arrangement or understanding referred to in this clause (iv) (other than an Acceptable Confidentiality Agreement), an “Acquisition Agreement”). Any violation of any of the foregoing restrictions by any Company Subsidiary or by any Representative shall constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary in this Agreement, the Company and the Company Board of Directors may take any action described in clause (iii) or (iv) of this Section 6.3(a) with respect to a third party if at any time after the execution of this Agreement and prior to obtaining the Company Stockholder Approval (w) the Company receives a written Acquisition Proposal for the Company from that third party (and an Acquisition Proposal for the Company from that third party was not during that time period initiated, solicited, knowingly encouraged or knowingly facilitated in violation of this Section 6.3 by the Company, by any Company Subsidiary or any Representative), and (x) the Company Board of Directors determines in good faith (after considering the recommendation of the Special Committee and consulting with the Company’s financial advisors and outside legal counsel) that such proposal constitutes or could reasonably be expected to result in a Superior Proposal, but the Company may not deliver any information to that third party without entering into an Acceptable Confidentiality Agreement, and (y) the Company has previously disclosed or promptly (and in any event within 24 hours) discloses or makes available the same information, if any, to Parent as the Company makes available to that third party. Nothing contained in this Section 6.3 shall prohibit the Company or the Company Board of Directors from disclosing to Company Stockholders a position contemplated by Rules 14d-9 and 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act if the Company shall have, to the extent reasonably practicable, provided Parent with a reasonable opportunity in advance to review and comment on any such disclosure and, in the case of any such disclosure, the Company Board of Directors determines in good faith, after consultation consulting with its outside legal counsel, that either (A) failure to make such action is necessary in order for the Board of Directors to comply disclosure would be inconsistent with its fiduciary duties to the Company Stockholders or (B) such disclosure is required by applicable law or by the rules of any applicable national securities exchange; provided, however, that any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, that is not coupled with an express rejection of any applicable Acquisition Proposal for the Company or an express reaffirmation of its recommendation to its stockholders in favor of the Merger shall be deemed to be a Company Recommendation Change. (c) Except as otherwise expressly provided for herein, (i) neither the Company Board of Directors nor any committee thereof may directly or indirectly (A) withdraw (or amend or modify in a manner adverse to Parent), or propose publicly to withdraw (or amend or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by the Company Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Acquisition Proposal for the Company (any action described in this Section 6.3(b)(i)-(ii) being referred to as a “Company Recommendation Change”) or (ii) neither the Company nor any of the Company Subsidiaries may execute or enter into an Acquisition Agreement. Notwithstanding the foregoing or Section 6.3(e), at any time prior to obtaining the Company Stockholder Approval, and subject to the Company’s compliance at all times with the provisions of this Section 6.3 and Section 6.6, the Company Board of Directors may (v) in response to a Superior Proposal, make a Company Recommendation Change and enter into an Acquisition Agreement but only so long as the Company terminates this Agreement pursuant to, and concurrently complies with all the provisions of, Sections 8.1(d)(ii) and 8.3 and (w) make a Company Recommendation Change in response to an Intervening Event if the Company Board of Directors concludes in good faith (after considering the recommendation of the Special Committee and consulting with the Company’s outside legal counsel) that the failure to take such action would breach its fiduciary duties under applicable law. For purposes The term “Intervening Event” means, with respect to the Company, a material event or circumstance that was not known or reasonably foreseeable to the board of directors of the Company on the date of this Agreement (or if known, the consequences of which are not known to or reasonably foreseeable by such board of directors as of the date hereof), which event or circumstance, or any material consequences thereof, becomes known to the board of directors of the Company prior to the time at which the Company receives the Company Stockholder Approval; provided, however, that in no event shall the receipt, existence or terms of an Acquisition Proposal for the Company, or any consequence thereto, constitute, by itself, an Intervening Event. However, the Company Board of Directors shall not be entitled to exercise its right to make a Company Recommendation Change unless the Company provides written notice to Parent (a “Company Notice”), at least four business days before taking such action, of its intention to do so and the Company otherwise complies with this Section 6.3(b). A Company Notice shall (i) if the Company Board of Directors intends to make a Company Recommendation Change in response to an Acquisition Proposal for the Company that constitutes a Superior Proposal, specify the material terms and conditions of that Superior Proposal and identify the person or group making that Superior Proposal, or (ii) if the Company Board of Directors intends to make a Company Recommendation Change in response to an Intervening Event, include a description of the Intervening Event. The Company Board of Directors shall not be entitled to exercise its right to make a Company Recommendation Change under clause (v) above and enter into an Acquisition Agreement in response to a Superior Proposal (x) until four business days after the Company provides a Company Notice to Parent and (y) if during that four business day period, Parent proposes any alternative transaction (including any modifications to the terms of this Agreement), "ACQUISITION PROPOSAL" means unless the Company Board of Directors determines in good faith (after considering the recommendation of the Special Committee and consulting with the financial advisors and outside legal counsel for the Company Board of Directors, and taking into account all financial, legal, and regulatory terms and conditions of that alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to the Company Stockholders as the Superior Proposal (it being understood that any change in the financial or other material terms of a Superior Proposal in response to any alternative transaction proposal or offer for, or (including any expression modifications to the terms of interest (by public announcement or otherwisethis Agreement) by any PersonParent shall require a new Company Notice and a new four business day period under this Section 6.3(b)). If requested by Parent, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary shall engage in good faith negotiations with Parent, during the four business day period after Parent’s receipt of a Company Notice specifying that the Company Board of Directors intends to make a Company Recommendation Change in response to an Intervening Event or any inquirya Superior Proposal, proposal or offer to acquire amend this Agreement in any such a manner (including through a joint venture with such that the Company), directly or indirectly, all or any significant portion of the assets or capital stock of failure by the Company or any Subsidiary Board of the CompanyDirectors to make a Company Recommendation Change would no longer cause such board to be inconsistent with its fiduciary duties under applicable law.

No Solicitation. The Company During the Term, Stockholder shall --------------- not, nor shall it permit or authorize any of its Subsidiaries tohis agents or representatives (collectively, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVESRepresentatives") to, (i) solicit or initiate, or encourage, --------------- directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding or the submission of, any Acquisition Takeover Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company information or any representative of the Company has previously engaged in discussions or negotiations data with respect to, or take any other action to knowingly facilitate the making of any Acquisition Proposal) any information with respect proposal that constitutes, or may reasonably be expected to its business, properties or assets, for the purpose of facilitating the consummation oflead to, any Acquisition Proposal, Takeover Proposal or (iii) enter into any agreement with respect to any Acquisition Takeover Proposal or approve or resolve to approve any Takeover Proposal; provided. Upon execution of this Agreement, howeverStockholder shall, that the foregoing and he shall not prohibit the Company or cause his Representatives to, immediately cease any of its Subsidiaries or the Company Representatives fromexisting activities, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Stockholder will promptly notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by Stockholder, and Stockholder will immediately communicate to Parent the terms of any proposal, discussion, negotiation or inquiry which he may receive (and will promptly provide to Parent copies of any written materials received by him in connection with such Person who has made an unsolicited written Acquisition Proposalproposal, but in each case referred to in the foregoing clauses (Adiscussion, negotiation or inquiry) and (B) only to the extent that the Board of Directors identity of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that Person making such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, inquiry or any expression of interest (by public announcement engaging in such discussion or otherwise) by any Person, other than Parent or its affiliates, negotiation. Nothing in a merger or other business combination involving this Agreement shall be construed to prohibit the Company or any Subsidiary Stockholder from taking an action solely in his capacity as an officer of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary member of the Company's Board of Directors or from exercising his fiduciary duties as a member of such Board of Directors.

No Solicitation. The Company shall not(a) None of IHI and its Subsidiaries, or T-3 and its Subsidiaries will (nor shall it will they permit any of its Subsidiaries their respective Affiliates, officers, directors, representatives, or agents to), nor shall it authorize or permit any officer, director, employee, agent or representative prior to the earlier of the Company Closing Date or any the termination of its Subsidiaries ("COMPANY REPRESENTATIVES") tothis Agreement pursuant to Section 8.1, directly or indirectly, (i) solicit, initiate, initiate or knowingly facilitate encourage the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposalproposal for a Sale Transaction, (ii) enter into any agreement with respect to any Sale Transaction or give any approval with respect to any Sale Transaction, or (iii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its businessor take any other action to facilitate any inquiries or the making of any proposal that constitutes, properties or assets, for the purpose of facilitating the consummation ofmay reasonably be expected to lead to, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company Sale Transaction or any of its Subsidiaries or proposal for a Sale Transaction. Notwithstanding the Company Representatives frompreceding sentence, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that if at any time the Board of Directors of the Company shall have concluded IHI or T-3 determines in good faith, after consultation with its (i) based on the advice of outside legal counsel, that such action it is necessary advisable to do so in order for the Board of Directors to comply with its fiduciary duties to its stockholders under Applicable Law and (ii) after consultation with its financial advisors, that the stockholders of Sales Transaction, if completed, would result in a transaction superior to the Company under applicable law. For purposes of transaction contemplated by this Agreement, taking into account, among other things, the long term interests of IHI or T-3, as applicable, and their stockholders (a "ACQUISITION PROPOSAL" means Superior Proposal"), IHI or T-3 (and their respective officers, directors, representatives or agents) may in response to a written proposal for a Sale Transaction not solicited on or after the date hereof, subject to compliance with Section 6.13(c), (A) furnish information with respect to itself or a Subsidiary pursuant to a customary confidentiality agreement to any proposal or offer forPerson making such proposal, or and (B) participate in negotiations regarding such proposal. Without limiting the foregoing, it is understood that any expression violations of interest (by public announcement or otherwisethe restrictions set forth in this Section 6.13(a) by any Personof a party's officers, other than Parent directors, representatives, agents, Affiliates or Subsidiaries, whether or not such Person is purporting to act on behalf of such party or any of its affiliatesSubsidiaries or otherwise, shall be deemed to be a breach of this Section 6.13(a) by such party. (b) Neither of the Boards of Directors of IHI or T-3 shall (i) withdraw or modify, or propose to withdraw or modify, in a merger manner adverse to the approval (including, without limitation, the Board of Directors' resolution providing for such approval) of this Agreement or the transactions contemplated hereby or (ii) approve or recommend, or propose to approve or recommend, any Sale Transaction, except in the event the Board of Directors of a party determines in good faith, (x) based on the advice of outside counsel, that it is advisable to do so in order to comply with its fiduciary duties to its stockholders under Applicable Law and (y) after consultation with its financial advisors, that the Sale Transaction is a Superior Proposal, and then only at or after the termination of this Agreement pursuant to Section 8.1(f) or 8.1(g). (c) In addition to the obligations set forth in subsections (a) and (b) of this Section 6.13, each party promptly shall advise the others orally and in writing of any request for information or of any proposed Sale Transaction or any inquiry with respect to or which could reasonably be expected to lead to any proposed Sale Transaction, the identity of the Person making any such request, proposed Sale Transaction or inquiry and the terms and conditions thereof. Each party will keep the others fully informed of the status and details (including amendments or proposed amendments) of any such request, proposed Sale Transaction or inquiry, and each party shall keep confidential such information provided to it by another party pursuant to this Section 6.13(c), subject to any judicial or other business combination involving legal order, directions or obligations to disclose such information. (d) Nothing contained in this Section 6.13 shall prohibit IHI from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanyExchange Act.

No Solicitation. The (a) Holdings LP shall, and shall cause the Holdings Companies to and the respective Representatives of Holdings LP and each Holdings Company to, immediately cease and terminate any solicitation, discussions or negotiations with any Person that may be ongoing with respect to or that may reasonably be expected to lead to an Acquisition Proposal. Holdings LP shall, and shall cause the Holdings Companies to and the respective Representatives of Holdings LP and each Holdings Company to, promptly request that any such Person promptly return or destroy all non-public, confidential or proprietary information furnished to such Person regarding the Holdings Companies by or on behalf of Holdings LP or the other Southcross Companies that such Person received in connection with discussions or negotiations regarding a potential or contemplated Acquisition Proposal. (b) Holdings LP shall not, nor and shall it permit any cause the Holdings Companies and the respective Representatives of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Holdings LP and each Holdings Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making or submission of any proposal or offer that constitutes, an Acquisition Proposal (provided that nothing in this Agreement shall prohibit any Holdings Company or its Representatives from informing any inquiries regarding any Acquisition ProposalPerson of the provisions of this Section 5.2), (ii) conduct or participate in any discussions or negotiations regardingwith any Persons with respect to, or that could lead to, an Acquisition Proposal or (iii) furnish to any Person (including any parties with which the non-public information or data relating to any Holdings Company or afford access to the business, properties, assets, or, except as required by Law or the Organizational Documents of such, books or records of any representative of the Holdings Company has previously engaged in discussions or negotiations any such case in connection with respect to any an Acquisition Proposal) . Holdings LP shall notify AMID promptly, but in any information with respect to its businessevent within 24 hours, properties or assets, for the purpose of facilitating the consummation of, orally and in writing if any such Acquisition Proposal, or (iii) enter into any agreement inquiry or other contact with any Person with respect thereto, is made to any Acquisition Proposal; providedHoldings GP, however, that Holdings LP or their Representatives. Any such notice to AMID shall indicate in reasonable detail the foregoing shall not prohibit identity of the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written making such Acquisition Proposal, inquiry or (B) engaging in discussions or negotiations with other contact and the terms and conditions of such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses inquiry or other contact. (Ac) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreementhereof, "ACQUISITION PROPOSAL" means “Acquisition Proposal” shall mean any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or SXE Alternative Proposal and any inquiry, proposal or offer to acquire in from any manner Person (including through other than AMID and its Representatives) concerning (A) a joint venture with merger, consolidation, liquidation, recapitalization or other business combination transaction involving the Company)Holdings LP Interests, any Equity Interests of Holdings GP, (B) the issuance or acquisition of equity interests, directly or indirectly, all in any Holdings Company, or (C) the sale, lease, exchange or other disposition of any significant portion of the properties or assets or capital stock of the Company or any Subsidiary of the Holdings Company.

No Solicitation. The Company From and after the date hereof until the Expiration Time, Stockholder shall not, nor shall it permit any of its Subsidiaries or Affiliates to, nor shall it authorize or permit any officer, director, employee, agent director or representative of the Company of, Stockholder or any of its Subsidiaries ("COMPANY REPRESENTATIVES") or Affiliates to, directly or indirectly, (ia) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or other assistance), or knowingly facilitate take other action to facilitate, any inquiries or the submission making of any Acquisition Proposal proposal that constitutes, or may reasonably be likely to lead to, any inquiries regarding any Acquisition Takeover Proposal, (iib) participate in any discussions or negotiations regarding, or furnish that may reasonably be likely to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation oflead to, any Acquisition Takeover Proposal, or (iiic) enter into any agreement with respect to any Acquisition Proposal; provided, however, that a Takeover Proposal (other than the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the OfferMerger Agreement), (Ad) furnishing information pursuant solicit proxies, become a “participant” in a “solicitation” or take any action to facilitate a confidentiality letter “solicitation” (provided for informational purposes as such terms are defined in Regulation 14A under the Exchange Act) with respect to Parent subject to any Takeover Proposal (other than the proviso in Section 5.02(c)Merger Agreement), (e) initiate a stockholders’ vote or action by consent of the Company’s stockholders with terms no less favorable respect to any Takeover Proposal (other than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition ProposalMerger Agreement), or (Bf) engaging except by reason of this Agreement become a member of a “group” (as such term is used in discussions or negotiations Rule 13d-5(b)(1) of the Exchange Act) with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred respect to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors any voting securities of the Company shall have concluded that takes any action in good faithsupport of any Takeover Proposal. Notwithstanding the foregoing, after consultation with its outside legal counsel, in the event any payment is made that such action is necessary in order for the Board of Directors constitutes liquidated damages under to comply with its fiduciary duties to the stockholders Section 5.06(d) of the Company under applicable law. For purposes of this Merger Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwisesuch payment shall also constitute liquidated damages under this Agreement and the limitations on liability in Section 5.6(d) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyshall apply hereto and this provision shall be deemed void ab initio.

No Solicitation. The Company shall notAfter the No-Shop Period Start Date, nor shall it permit any of no Stockholder (in its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative capacity as a stockholder of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES"Company) to, directly or indirectly, shall (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than to Parent or any designees of Parent) any non-public information relating to the Company Group or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group (other than Parent or any designees of Parent), in any such case with the intent to induce the making, submission of or announcement of, or to knowingly encourage, facilitate or assist, any proposal or inquiry that constitutes, or is reasonably expected to lead to, an Acquisition Proposal or any inquiries regarding or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal, ; or (iiiii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged engage in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or Person (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, any designees of Parent) with respect to an Acquisition Proposal (other than informing such Persons of the provisions contained in a merger or other business combination involving this Section 3.2 and contacting the Person making the Acquisition Proposal to the extent necessary to clarify the terms of the Acquisition Proposal); provided that each Stockholder may participate in discussions and negotiations with any Person with whom the Company Board (or any Subsidiary the Special Committee of the Company or Board) is engaging in discussions and negotiations pursuant to and in compliance with Section 5.3 of the Merger Agreement, and, solely to the extent the Company is permitted under the Merger Agreement to take the actions set forth in Section 5.3(c) of the Merger Agreement, each Stockholder may also take such permitted actions, including to review any inquiry, proposal or offer Acquisition Proposal and to acquire in any manner (including through a joint venture discuss and confirm with the Company), directly or indirectly, all or Company the willingness of such Stockholder to support and sign a voting agreement in the event of any significant portion termination of the assets or capital stock Merger Agreement in connection with such Acquisition Proposal (including, for the avoidance of doubt, during the Notice Period contemplated by Section 5.3 of the Company or any Subsidiary of the CompanyMerger Agreement).

No Solicitation. The (a) From and after the date hereof and continuing until the earlier of the Effective Time or the termination of this Agreement pursuant to Article IX, the Company shall will not, nor and shall it not permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") Subsidiaries' officers or directors to, or authorize any of its or any of its Subsidiaries' employees, attorneys, financial advisors, agents or other representatives to, directly or indirectly, solicit, initiate or knowingly encourage (including by way of furnishing information), or take any other action intended to facilitate, the making of any proposal that constitutes a Takeover Proposal from any Person, or engage in or continue discussions or negotiations with any third party relating to a Takeover Proposal by or involving such third party, nor shall the Company approve the taking of any action prohibited by the provisions of this sentence above. The Company agrees that it will, and will cause its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Takeover Proposal. Notwithstanding anything in this Agreement to the contrary, the Company and its Board of Directors shall be permitted to (i) solicitto the extent applicable, initiate, or knowingly facilitate comply with Rule 14d-9 and Rule 14e-2 promulgated under the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Exchange Act with respect to a Takeover Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties file a Form 8-K with which the Company or any representative of the Company has previously engaged in discussions or negotiations SEC with respect to the entering into of this Agreement, including any Acquisition Proposal) any information exhibits deemed appropriate with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposalthereto, or (iii) enter into any agreement with respect to any Acquisition Proposal; providedeffect a Change in Company Recommendation during the Window Period, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company if and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that, in any such case as is referred to in clause (iii) (A) the Company has received during the Window Period a bona fide written Takeover Proposal from a third party not solicited by the Company in violation of this Section 7.9 and such Takeover Proposal constitutes a Superior Proposal, (B) the Company has furnished to Parent a Notice of Superior Proposal in accordance with Section 7.9(b)(iii) and (C) Parent does not, within 48 hours of Parent's receipt of the Notice of Superior Proposal, deliver to the Company a binding, written offer to acquire 100% of the equity securities of the Company (by merger or otherwise) that the Board of Directors of the Company determines in its good faith judgment (after receipt of written advice of its financial advisor of nationally recognized reputation) to be at least as favorable to the Company's stockholders as such Superior Proposal. The Company agrees that it will use its best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 7.9. (b) During the Window Period, and at any time thereafter if the Board of Directors of the Company shall have concluded effected a Change in good faithCompany Recommendation, after consultation the Company may engage in discussions or negotiations with, or provide information to, any Person in response to a bona fide written Takeover Proposal by any such Person not solicited by the Company in violation of this Section 7.9, if and only to the extent that, (i) such Takeover Proposal constitutes a Superior Proposal, (ii) prior to providing any non-public information or data to any person in connection with its outside legal counsela Takeover Proposal by any such Person, that such action is necessary in order for the Company's Board of Directors receives from such Person an executed confidentiality agreement containing confidentiality terms as least as stringent as those contained in the Confidentiality Agreement referred to comply in Section 7.2 and (iii) at least 48 hours prior to providing any non-public information or data to any Person in connection with its fiduciary duties a Takeover Proposal or entering into discussions or negotiations with any Person in connection with a Takeover Proposal, the Company notifies Parent of such Takeover Proposal, any such non-public information requested from the Company, or any such discussions or negotiations sought to be initiated or continued with, any of the Company's representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers (a "Notice of Superior Proposal"). Notwithstanding any provision of this Agreement to the stockholders contrary, in the event that subsequent to the date of this Agreement and prior to the earlier of (x) the expiration of the Window Period and (y) such time as this Agreement becomes available on the SEC's ▇▇▇▇▇ system, any Person makes an unsolicited request for a copy of this Agreement, the Company shall be permitted to provide such Person with a copy of this Agreement. (c) Nothing in this Section 7.9 shall (i) permit the Company to terminate this Agreement or (ii) affect any other obligation of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company Except as otherwise expressly permitted under Section 5.09 of the Merger Agreement, from and after the date hereof until the termination of this Agreement pursuant to Section 7 hereof, Shareholder, in his, her or its capacity as a shareholder of Company, shall not, nor shall it permit such Shareholder authorize any of its Subsidiaries topartner, nor shall it authorize or permit any officer, director, employee, agent advisor or representative of the Company of, such Shareholder or any of his, her or its Subsidiaries affiliates to ("COMPANY REPRESENTATIVES") and, to the extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its representatives or affiliates to, directly or indirectly), (ia) initiate, solicit, initiateinduce or knowingly encourage, or knowingly take any action to facilitate the submission of making of, any Acquisition Proposal inquiry, offer or any inquiries regarding any proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (iib) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (iiiother than Buyer) any information or data with respect to Company or otherwise relating to an Acquisition Proposal, (c) enter into any agreement, agreement in principle, letter of intent, memorandum of understanding or similar arrangement with respect to any an Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (Ad) furnishing information pursuant solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to a confidentiality letter an Acquisition Proposal (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable other than the Confidentiality Agreement Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (as defined in Section 5.03e) concerning the Company and its businesses, properties initiate a shareholders’ vote or assets action by consent of Company’s shareholders with respect to a Person who has made an unsolicited written Acquisition Proposal, or (Bf) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes except by reason of this Agreement, "ACQUISITION PROPOSAL" means become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any proposal or offer for, or voting securities of Company that takes any expression action in support of interest an Acquisition Proposal (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the CompanyMerger Agreement), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company shall notagrees that, except as expressly permitted by this Section 6.03, neither the Company nor shall it permit any of its Subsidiaries toshall, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries authorize or permit any of its or their respective officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors ("COMPANY REPRESENTATIVES"“Representatives”) to, directly or indirectly, : (i) solicit, initiate, solicit or knowingly facilitate or encourage, including by way of furnishing non-public information, any inquiries or the submission making of any Acquisition Proposal proposal or offer (including any inquiries regarding any proposal or offer to holders of Company Stock) that constitutes or that could reasonably be expected to lead to an Acquisition Proposal, ; (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish provide any non-public information or data to any Person relating to, any Acquisition Proposal, except solely to notify such Person of the existence of this Section 6.03; (including iii) agree to, approve, endorse, recommend or consummate any parties Acquisition Proposal or enter into any letter of intent, contract or other agreement (other than an Acceptable Confidentiality Agreement entered into in compliance with which this Section 6.03) or commitment contemplating or otherwise relating to any Acquisition Proposal; (iv) grant any waiver, amendment or release under any standstill or similar agreement or Takeover Statutes (and the Company shall promptly take all action necessary to terminate or cause to be terminated any representative such waiver previously granted with respect to any provision of any such standstill or similar agreement or Takeover Statute to the extent permitted thereby to do so); or (v) otherwise knowingly facilitate any effort or attempt by any Person to make an Acquisition Proposal. The Company has previously engaged in shall, and shall cause its Subsidiaries and its and its Subsidiaries’ officers, directors and other Representatives to, cease immediately any discussions or negotiations negotiations, if any, with any Person (other than Parent and Merger Subsidiary and their respective Affiliates and Representatives) conducted prior to the execution of this Agreement with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company Proposal and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded promptly request each Person (other than Parent) that has theretofore executed a confidentiality agreement in good faithconnection with such Person’s consideration of an Acquisition Proposal to return (or if permitted by the applicable agreement, after consultation with its outside legal counseldestroy) all information required to be returned (or, that if applicable, destroyed) by such action is necessary in order for Person under the Board of Directors to comply with its fiduciary duties to the stockholders terms of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyagreement.

No Solicitation. The Company Company, its subsidiaries and their respective officers, directors, employees, representatives and advisors shall not, nor shall it permit immediately cease any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any existing discussions or negotiations regardingnegotiations, or furnish to any Person (including if any, with any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement conducted heretofore with respect to any Acquisition Proposal; providedprovided that following the cessation of any such discussions or negotiations, howeverfuture discussions or negotiations with any such parties shall be governed solely by the provision of this Section 6.4 other than this sentence. Except pursuant to this Agreement, that the foregoing shall not prohibit neither the Company or any of its Subsidiaries subsidiaries, nor any of their respective officers, directors, employees or the Company Representatives fromrepresentatives or advisors, prior to the acceptance for payment shall, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any person or group (other than Parent and Merger Sub or any affiliate, associate or designee of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03or Merger Sub) concerning any proposal (an "Acquisition Proposal") for an acquisition of all or any substantial part of the business and properties or capital stock of the Company and its businessessubsidiaries taken as a whole, properties directly or indirectly, whether by merger, consolidation, share exchange, tender offer, purchase of assets to a Person who has made or shares of capital stock or otherwise (an unsolicited written "Acquisition ProposalTransaction"). Notwithstanding the foregoing, or (Ba) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposalthe Board may take, but in each case referred to in the foregoing clauses (A) and (B) only disclose to the extent Company's stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer for shares of capital stock of the Company; provided, that the Board of Directors shall not recommend that the stockholders of the Company tender their shares in connection with any such tender offer unless the Board shall have concluded determined in good faith, after consultation with its outside legal counsel, counsel that failing to take such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders would constitute a breach of the Company Board's fiduciary duty under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest ; (by public announcement or otherwiseb) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company)may, directly or indirectly, all furnish information and access, in each case only in response to unsolicited requests therefor, to any person or group pursuant to customary confidentiality agreements, and may participate in discussions and negotiate with such person or group concerning any significant portion Acquisition Proposal, if such person or group has submitted a written Acquisition Proposal to the Board and the Board determines in its good faith judgment, after consultation with outside counsel that failing to take such action would constitute a breach of the assets or capital stock Board's fiduciary duty under applicable law; and (c) the Company may take the actions described in Section 8.1(c). The Board shall notify Parent immediately if any such Acquisition Proposal is made and shall in such notice, indicate in reasonable detail the identity of the Company or any Subsidiary offeror and the terms and conditions of such proposal and, subject to the fiduciary duties of the CompanyBoard of Directors under applicable law, shall keep Parent promptly advised of all developments which could reasonably be expected to culminate in the Board of Directors withdrawing, modifying or amending its recommendation of the Merger and the other transactions contemplated by this Agreement. The Company agrees not to release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party, unless the Board shall have determined in good faith, that failing to release such third party or waive such provisions would constitute a breach of the fiduciary duties of the Board of Directors under applicable law.

No Solicitation. The Company shall not(a) From and after the date hereof until the termination of this Agreement, nor shall it permit neither Company, any of its Subsidiaries toSubsidiaries, nor shall it authorize any of their respective officers, directors, employees, representatives, agents or permit affiliates (including, without limitation, any officerinvestment banker, director, employee, agent attorney or representative of the accountant retained by Company or any of its Subsidiaries Subsidiaries) (collectively, "COMPANY REPRESENTATIVESResponsible Parties") to, will directly or indirectly, (i) solicit, indirectly initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the submission making of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regardingproposal that constitutes, or furnish may reasonably be expected to lead to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Transaction Proposal, or (iii) enter into or maintain or continue discussions or negotiate with any agreement with respect Person in furtherance of such inquiries or to obtain a Transaction Proposal or agree to or endorse any Acquisition ProposalTransaction Proposal or authorize or permit any Responsible Party to take any such action; provided, however, that the foregoing nothing contained in this Agreement shall not prohibit the Board of Directors of Company or (which for purposes of this Section 7.6 shall include any of its Subsidiaries or the Company Representatives Special Committee thereof) from, prior to the acceptance for payment of Shares of, and payment for, Company Common Stock pursuant to the Offer, Offer but subject to compliance with Sections 7.6(b): (Ai) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in entering into discussions or negotiations with such with, any Person who has made that makes an unsolicited written Acquisition Proposalunsolicited, but in each case referred to in the foregoing clauses (A) and (B) bona fide Transaction Proposal only to the extent that that: (A) the Board of Directors of the Company shall have concluded in good faithCompany, after consultation with its their financial advisors and after receipt of advice from independent outside legal counsel (who may be Company's regularly engaged independent outside legal counsel, ) determines in good faith that such action is necessary in order for the Board of Directors of Company to comply with its fiduciary duties to the stockholders of the Company shareholders under applicable law, and (B) prior to taking such action Company provides prompt notice to Buyer to the effect that it is furnishing such information to or entering into discussions or negotiations with such Person and receives from such Person an executed confidentiality agreement containing terms and provisions, when taken in the aggregate, comparable to those in the Confidentiality Agreement in the reasonable judgment of the Board of Directors of Company; (ii) failing to make or withdrawing or modifying its recommendation referred to in Section 4.15 if there exists a Transaction Proposal and the Board of Directors of Company, after consultation with its financial advisors and after receipt of advice from independent outside legal counsel (who may be Company's regularly engaged outside independent counsel), determines in good faith that such action is necessary for the Board of Directors of Company to comply with its fiduciary duties to shareholders under applicable law in connection with such Transaction Proposal; or (iii) making to Company's shareholders any recommendation and related filing with the SEC as required by Rule 14e-2 and 14d-9 under the Exchange Act, with respect to any tender offer, or taking any other legally required action with respect to such tender offer (including, without limitation, the making of public disclosures as may be necessary or reasonably advisable under applicable securities laws) if the Board of Directors of Company, after consultation with their financial advisors and receipt of advice from independent outside legal counsel (who may be Company's regularly engaged independent counsel), determines in good faith that such action is necessary for the Board of Directors of Company to comply with its fiduciary duties to shareholders under applicable law. Consistent with the foregoing provisions of this Section 7.6, Company shall immediately cease and terminate any currently existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Person conducted heretofore by Company or any Responsible Parties with respect to the foregoing. Company agrees not to release any third party from, or waive any provisions of, any standstill agreement to which it is a party or any confidentiality agreement between it and another Person who has made, or who may reasonably be considered likely to make, a Transaction Proposal. In the event of an exercise of Company's or its Board of Directors' rights under clauses (i), (ii) or (iii) above and subject to compliance with this Section 7.6, notwithstanding anything contained in this Agreement to the contrary, such exercise of rights shall not constitute a breach of this Agreement by Company. For purposes of this Agreement "Transaction Proposal" shall mean any of the following (other than the transactions between Company, Buyer and MergerCo contemplated by the Offer and this Agreement) involving Company or any of its Subsidiaries: (w) any merger, "ACQUISITION PROPOSAL" means consolidation, share exchange, recapitalization, business combination, or other similar transaction; (x) except in the ordinary course of business, any proposal sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of Company and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (y) any tender offer or exchange offer for, or the acquisition of (or right to acquire) "beneficial ownership" by any expression person, "group" or entity (as such terms are defined under Section 13 (d) of interest the Exchange Act), of 20% or more of the outstanding shares of capital stock of Company or the filing of a registration statement under the Securities Act in connection therewith; or (by z) any public announcement of a proposal, plan or otherwiseintention to do any of the foregoing or any agreement to engage in any of the foregoing or recapitalization, liquidation, dissolution or similar transaction involving Company or any of its Subsidiaries. (b) by Prior to the Board of Directors withdrawing or modifying its approval or recommendation of the Offer, this Agreement or the Merger, approving or recommending a Transaction Proposal, or entering into an agreement with respect to a Transaction Proposal, the Board of Directors shall provide Buyer with a written notice (a "Notice of Takeover Proposal") advising Buyer that the Board of Directors has received a Transaction Proposal, specifying the material terms and conditions of such Transaction Proposal and identifying the person making such Transaction Proposal, and neither Company nor any PersonSubsidiary shall enter into an agreement with respect to a Transaction Proposal until 48 hours after the delivery of the first Notice of Takeover Proposal with respect to a given third party was given to Buyer. In addition, other than Parent or its affiliates, in a merger or other business combination involving the if Company or any Subsidiary proposes to enter into an agreement with respect to any Transaction Proposal, Company shall, if required in accordance with the terms hereof, concurrently with entering into such agreement pay, or cause to be paid, to Buyer the expenses, fees and the Termination Fee (as provided in and defined in Section 10.2). (c) Notwithstanding anything in this Section 7.6 or any other provision to the contrary in this Agreement, prior to the termination of this Agreement in accordance with its terms, the Company shall not take any action which would render invalid or ineffective, or otherwise vacate or withdraw, the approval of the Company or any inquiry, proposal or offer to acquire in any manner transactions contemplated hereby by the Board for purposes of Part 13 (including through a joint venture with the Company), directly or indirectly, all or any significant portion Articles 13.01 et. seq.) of the assets or capital stock TBCA and shall not take any action that would cause the Company to breach its representation and warranty, as of the Company or any Subsidiary taking of such action, set forth in the Companyfirst sentence of Section 4.16 of this Agreement.

No Solicitation. The Company (a) From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to Article VIII hereof, the Seller and the Seller Bank shall not, nor and shall it permit any of its Subsidiaries to, nor shall it not authorize or permit any officerof their respective directors, directorofficers, employeeemployees, agent representatives, agents, affiliates and advisors (including, without limitation, investment bankers, attorneys and accountants) or representative of other persons controlled by the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") Seller to, directly or indirectly, (i) indirectly solicit, initiate, encourage or knowingly facilitate (including by way of furnishing nonpublic information or assistance) any inquiries relating to, or the submission making of any Acquisition Proposal proposal or other action (including without limitation any inquiries regarding any Acquisition Proposalproposal or offer to its stockholders) which relates to, or may reasonably be expected to lead to, a Competing Transaction (ii) as defined below); or participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) other person any information with respect to its businessto, properties or assetsotherwise cooperate in any way with, for the purpose of facilitating the consummation ofor assist or participate in, or facilitate, any Acquisition Proposaleffort or attempt by any other person to make or seek to make such a proposal or other action; or otherwise facilitate any effort or attempt to make or implement a Competing Transaction; or, subject to Section 6.03, approve, endorse or (iii) recommend any Competing Transaction; or enter into any letter of intent (whether or not binding), agreement with respect or other contract or commitment contemplating or otherwise relating to any Acquisition Proposala Competing Transaction; provided, however, that the foregoing nothing in this Section 5.02 shall not prohibit the Company Seller from furnishing nonpublic information regarding the Seller the Seller Bank to, entering into a confidentiality agreement with or entering into discussions with, any of its Subsidiaries person or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant group in response to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement Superior Proposal (as defined below) submitted by such person or group (if not withdrawn) if (a) neither the Seller nor any representative of the Seller the Seller Bank shall have violated any of the restrictions set forth in this Section 5.035.02, (b) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded Seller concludes, in good faith, after consultation with its outside legal counsel, that such action is necessary required in order for the Board of Directors of the Seller to comply with discharge its fiduciary duties to the Seller's stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means (c) (i) at least three (3) business days prior to furnishing any proposal or offer forsuch nonpublic information to, or entering into discussions or negotiations with, such person or group, Seller gives Buyer written notice of the identity of such person or group and of Seller's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person or group and (ii) Seller receives from such person or group an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such person or group by or on behalf of Seller, which agreement is at least as favorable in all material respects to Seller as the letter agreement entered into as of March 27, 2001 by and between the Buyer and the Seller (the "Confidentiality Agreement"), and (d) contemporaneously with furnishing any expression such nonpublic information to such person or group, Seller furnishes such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished by Seller to Buyer). Nothing contained in this Section 5.02 shall be deemed to prohibit the Seller from, to the extent applicable, taking or disclosing to its stockholders any position necessary in order to comply with the filing and disclosure requirements of interest Section 14(d)(9) and 14e-2 of the Exchange Act and the related rules and regulations of the SEC, including Item 1012(a) of Regulation M-A. (by public announcement b) The Seller shall immediately cease and cause to be terminated any and all existing activities, discussions or otherwise) by negotiations previously conducted with any Person, parties other than Parent the Buyer, which relate to, or its affiliatescould reasonably be expected to lead to, a Competing Transaction, including without limitation all discussions with parties who submitted, or contemplated submitting, proposals for business combinations with Seller. The Seller will take all actions necessary or advisable to inform the appropriate individuals or entities referred to in a merger or other business combination involving the Company or any Subsidiary first sentence of Section 5.02(a) of the Company or any inquiry, proposal or offer to acquire obligations undertaken in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companythis Section 5.

No Solicitation. The Company (a) Target shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, directordirector of employee of, employeeor any investment banker, agent attorney or other advisor or representative of the Company of, Target or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) solicit, solicit or initiate, or knowingly facilitate encourage the submission of of, any Acquisition Takeover Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to, or take any other action to its businessfacilitate any inquiries or the making of any proposal that constitutes, properties or assets, for the purpose of facilitating the consummation ofmay reasonably be expected to lead to, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Takeover Proposal; provided, however, that, subject to compliance with subsection (c) below and after receiving the written opinion of independent outside legal counsel to the effect that the foregoing shall failure to do so would likely constitute a breach by the Target Board of Directors of its fiduciary duties to Target shareholders under applicable Law, Target may, in response to an unsolicited Takeover Proposal that (i) was not prohibit received in violation of this Section 7.8, (ii) is not subject to financing and (iii) the Target Board of Directors determines in good faith, after receipt of a written opinion of a financial advisor of nationally recognized reputation to such effect, would result in a transaction more favorable to Target shareholders than the Company Merger, (A) furnish information with respect to Target to any Person pursuant to a confidentiality agreement and (B) participate in negotiations regarding such Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the immediately preceding sentence by any executive officer of Target or any of its Subsidiaries or the Company Representatives fromany investment banker, prior attorney or other advisor or representative of Target or any of its Subsidiaries, whether or not such person is purporting to the acceptance for payment act on behalf of Shares pursuant Target or any of its Subsidiaries or otherwise, shall be deemed to the Offer, (A) furnishing information pursuant to be a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes breach of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.Section 7.8

No Solicitation. The Other than with respect to the Transaction, each of Company shall not, and Buyer agrees that neither it nor shall it permit (in the case of Company) any of its Subsidiaries tonor any of its or its Subsidiaries' officers and directors shall, nor and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' agents and other representatives (including any investment banker, attorney or accountant retained by it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES"Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (i) solicita merger, initiatereorganization, share exchange, consolidation or knowingly facilitate the submission of any Acquisition Proposal similar transaction involving it or any inquiries regarding any Acquisition Proposalits Subsidiaries, (ii) participate any sale, lease, exchange, mortgage, pledge, transfer or purchase of all or substantially all of the assets or equity securities of, it and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions or (iii) any tender offer or exchange offer for 20% or more of the outstanding shares of the Buyer Common Stock or Company Common Stock (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Each of Company and Buyer further agrees that neither it nor any of its Subsidiaries nor (in the case of Company) any of its or its Subsidiaries' officers and directors shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Each of the Company and Buyer agrees that it will immediately cease and cause to be terminated any existing discussions or negotiations regarding, or furnish to any Person (including with any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations conducted heretofore with respect to any Acquisition Proposal) any information with respect . Each of the Company and Buyer agrees that it will take the necessary steps to its businesspromptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.9. Notwithstanding anything contained in this Agreement to the contrary, properties or assets, for nothing contained in this Agreement shall prevent the purpose board of facilitating the consummation of, any Acquisition Proposaldirectors of Buyer, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives their respective representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, time Buyer's stockholders have approved this Transaction (A) furnishing complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, if applicable, or otherwise complying with the Exchange Act; (B) providing information pursuant in response to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to request therefore by a Person person who has made a bona fide unsolicited Acquisition Proposal; (C) engaging in any negotiations or discussions with any person who has made a bona fide unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to implement an unsolicited written Acquisition Proposal; or (D) withdrawing or modifying the approval or recommendation by Buyer's board of directors of this Agreement, approving or recommending any Acquisition Proposal or causing the applicable party to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement relating to any Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposalif, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that in each such case referred to in clause (B), (C) or (D) above, the Board Buyer's board of Directors of the Company shall have concluded directors determines in good faith, after consultation with its outside legal counsel, counsel that such action is necessary to act in order for a manner consistent with the Board of Directors to comply directors' fiduciary duties under applicable law and determines in good faith after consultation with its fiduciary duties financial advisors that the person or group making such Acquisition Proposal has adequate sources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, if consummated as proposed, is materially more favorable to the stockholders of the Company under applicable law. For purposes Buyer from a financial point of this Agreementview (any such more favorable Acquisition Proposal being referred to as a "Superior Proposal") and determines in good faith that such Superior Proposal is reasonably capable of being consummated, "ACQUISITION PROPOSAL" means any proposal or offer fortaking into account legal, or any expression of interest (by public announcement or otherwise) by any Personfinancial, regulatory and other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary aspects of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with and the Company), directly or indirectly, all or any significant portion of person making the assets or capital stock of the Company or any Subsidiary of the Company.proposal

No Solicitation. (a) The Company shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any of their respective representatives with respect to any proposed, potential or contemplated Acquisition Transaction. (b) From and after this date, without the prior written consent of Parent, the Company will not, nor shall it and will not authorize or permit any of its Subsidiaries to, nor and shall use its reasonable best efforts to cause any of its or their respective officers, directors, employees, financial advisors, agents or other representatives not to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action (other than public disclosure by the Company in the ordinary course of the Company's business consistent with the Company's past practices) to facilitate the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any Person, engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal or enter into any contract or understanding requiring it authorize to abandon, terminate or permit fail to consummate the Merger or any officerof the other transactions contemplated by this Agreement; provided that, directorat any time prior to the acceptance for payment of Company Common Shares pursuant to the Offer, employeethe Company may, agent subject to compliance with this Section 5.3(b), furnish information to, and negotiate or representative otherwise engage in discussions with, any Person (a "Proposing Party") who (x) delivers a bona fide written Acquisition Proposal which was not solicited, initiated, encouraged or facilitated by the Company, directly or indirectly, after the date of this Agreement or otherwise resulted from a breach of this Section 5.3, and (y) enters into an appropriate confidentiality agreement with the Company (which agreement shall be no less favorable to the Company than the Confidentiality Agreement and a copy of which will be delivered to Parent promptly after the execution thereof), if, but only if, the Board of Directors determines in good faith by a majority vote, (i) after consultation with, and receipt of advice from, its outside legal counsel, and taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the party making the proposal, that such proposal would, if consummated, result in a transaction that is more favorable to its shareholders (in their capacities as shareholders), from a financial point of view, than the transactions contemplated by this Agreement, and (ii) after consultation with the Company's independent financial advisors, that such proposal could reasonably be expected to be completed (a "Superior Transaction"). (c) The Company shall notify Parent orally and in writing (1) of any such offers or proposals (including, without limitation, the terms and conditions of any such offers or proposals), and any amendments or revisions thereto, (2) whether the Person making such offer or proposal has a class of equity securities that is publicly traded, and whether such Person is a Fortune 500 company, is listed on the New York Stock Exchange or is traded on The Nasdaq National Market, and (3) without requiring the Company to divulge information that reasonably could lead Parent to identify the Person making such offer or proposal, such other information regarding the financial position of the Person making such offer or proposal and such other information as Parent reasonably may request relating to such Person's ability to finance and consummate the Acquisition Transaction so offered or proposed. The foregoing information shall be delivered to Parent as promptly as practicable following the receipt by the Company of such offer or proposal, and the Company shall keep Parent reasonably informed of the status and material terms of any such offer or proposal. For purposes of this Agreement, "Acquisition Proposal" shall mean, with respect to the Company, any proposal or offer from any Person (other than Parent or any of its Subsidiaries) relating to any (i) direct or indirect acquisition or purchase of a portion of the business of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly that generates 20% or indirectly, (i) solicit, initiate, more of the consolidated net revenues or knowingly facilitate constitutes 20% or more of the submission assets of any Acquisition Proposal or any inquiries regarding any Acquisition Proposalthe Company and its Subsidiaries, (ii) participate in direct or indirect acquisition or purchase of 20% or more of any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative class of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose equity securities of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries whose business generates 20% or more of the Company Representatives from, prior to consolidated net revenues or constitutes 20% or more of the acceptance for payment assets of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businessesSubsidiaries, properties (iii) tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the capital stock of the Company, or (iv) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose business generates 20% or more of the consolidated net revenues or constitutes 20% or more of the assets of the Company and its Subsidiaries. Each of the transactions referred to a Person who has made an unsolicited written in clauses (i) - (iv) of the definition of Acquisition Proposal, other than any such transaction to which Parent or (B) engaging any of its Subsidiaries is a party, shall be deemed to exclude the Company's Subsidiary in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case Australia and is referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable lawas an "Acquisition Transaction". For purposes of this AgreementSection 5.1(c), "ACQUISITION PROPOSALconsolidated net revenues" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving shall refer to the Company or any Subsidiary aggregate revenues of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with and its Subsidiaries for the Company), directly or indirectly, all or any significant portion 12-month period ending on the last day of the assets or capital stock period covered by the most recent Form 10-K report of the Company or any Subsidiary or, if later, the most recent Form 10-Q report of the CompanyCompany filed with the SEC.

No Solicitation. The Company agrees that it shall not, nor not (and --------------- shall it permit not authorize any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company subsidiaries or any of the officers and directors of it or its Subsidiaries ("COMPANY REPRESENTATIVES") subsidiaries or its and its subsidiaries' directors, officers, employees, affiliates, agents, advisors and representatives to), directly or indirectly, (ia) solicit, initiateinitiate or encourage, or knowingly take any other action to facilitate (including by way of furnishing information) any Takeover Proposal (as defined herein) or take any other action which may be reasonably expected to lead to any Takeover Proposal, other than the submission of any Acquisition Proposal transactions contemplated by this Agreement and the Rollover Agreement, or any inquiries regarding any Acquisition Proposalother transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the Offer or the Merger or which would reasonably be expected to adversely affect the benefits to Purchaser of the transactions contemplated hereby, (iib) negotiate, explore or otherwise participate in discussions with any discussions person (other than Purchaser or negotiations regardingits directors, or furnish to any Person (members, officers, employees, agents and representatives, as applicable), and including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Takeover Proposal or potential Takeover Proposal, or furnish to any person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as applicable) any information with respect to its business, properties or assetsassets or any of the foregoing, for the purpose of facilitating the consummation ofor otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any Acquisition Proposaleffort or attempt by any other person (other than Purchaser or its directors, members, officers, employees, agents and representatives, as applicable) to do or seek any of the foregoing or (iiic) enter into any agreement agreement, arrangement or understanding with respect to to, or endorse, any Acquisition Takeover Proposal; provided, -------- however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, from (i) prior to the acceptance for payment ------- consummation of Shares pursuant to the Offer, Offer (A) furnishing information pursuant to a confidentiality letter agreement (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)Purchaser), with on terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) and conditions customary for similar transactions, concerning the Company and its businesses, properties or assets to a Person third party who has made an unsolicited bona fide written Acquisition Takeover Proposal, or (B) engaging in discussions or negotiations with such Person a third party who has made an unsolicited bona fide written Acquisition Takeover Proposal which did not otherwise result from a breach of this Section 6.08 or (ii) following receipt of an unsolicited bona fide written ------------ Takeover Proposal, but prior to consummation of the Offer, failing to make or withdrawing or modifying its recommendation referred to in Section 1.02(a), but, --------------- in each case referred to in the foregoing clauses (Ai)(B) and or (B) ii), only to the ---------------------- extent that the Company Board of Directors of the Company shall have concluded in good faith, after consultation with its on the basis of advice from outside legal counselcounsel and the Company's financial advisors, that (A) such action Takeover Proposal is necessary in order for the Board of Directors to comply with its fiduciary duties more favorable to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.the

No Solicitation. The Company Subject to Section 9 of this Agreement, from and after the date hereof until the Expiration Date, the Shareholder, in his or her capacity as a shareholder of Company, shall not, nor shall it permit such Shareholder authorize any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent advisor or representative of the Company such Shareholder or any of his or her or its Subsidiaries affiliates, other than Company in accordance with the terms of the Merger Agreement, to ("COMPANY REPRESENTATIVES"and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best efforts to cause each of his or her advisors or representatives or affiliates, other than Company in accordance with the terms of the Merger Agreement, not to) to, directly or indirectly, (ia) solicit, initiate, initiate or knowingly facilitate the submission of encourage any Acquisition Proposal or any inquiries regarding any inquiry with respect to a Company Acquisition Proposal, (iib) participate or engage in any negotiations with any person regarding, or furnish any nonpublic information relating to, a Company Acquisition Proposal, (c) engage or participate in any discussions with any person regarding a Company Acquisition Proposal, (d) enter into any agreement, agreement in principle or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative letter of the Company has previously engaged in discussions or negotiations intent with respect to any Company Acquisition Proposal, (e) any information solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to its businessany Company Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, properties restrain or assetsotherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, for the purpose (f) initiate a shareholders’ vote or action by consent of facilitating the consummation of, Company’s shareholders with respect to any Company Acquisition Proposal, or (iiig) enter into any agreement 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 voting securities of Company that takes any action in support of any Company Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company Stockholder (in the Stockholder’s capacity as such) shall not, nor and shall it (in the Stockholder’s capacity as such) use reasonable efforts to cause its directors, officers or other employees, controlled affiliates, or any investment banker, attorney or other advisor or representative retained by the Stockholder (collectively, “Representatives”) not to (and shall not authorize or knowingly permit any of its Subsidiaries them to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to), directly or indirectly, (i) solicit, initiate, or knowingly encourage, knowingly facilitate or induce the making, submission of any Acquisition Proposal or any inquiries regarding any announcement of, an Acquisition Proposal, (ii) participate in any discussions furnish or negotiations regarding, or furnish make available to any Person (including other than (x) Parent, Merger Sub or any parties with which designees of Parent or Merger Sub, or (y) a Governmental Entity) any material non-public information relating to the Company or any representative of its Subsidiaries, including by affording access to the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or properties, assets, for the purpose books or records of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries to any Person (other than (x) Parent, Merger Sub or any designees of Parent or Merger Sub, or (y) a Governmental Entity), in any case with the Company Representatives from, prior intent to the acceptance for payment of Shares pursuant facilitate an Acquisition Proposal or under facts and circumstances that would reasonably be expected to the Offerfacilitate or reasonably be expected to lead to an Acquisition Proposal, (Aiii) furnishing information pursuant participate or engage in discussions or negotiations with any Person with respect to a confidentiality letter an Acquisition Proposal, (provided for informational purposes to Parent subject to the proviso in Section 5.02(c))iv) approve, with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties endorse or assets to a Person who has made recommend an unsolicited written Acquisition Proposal, or (Bv) engaging execute or enter into any letter of intent, memorandum of understanding or Contract contemplating or otherwise relating to an Acquisition Transaction; provided, however that the Stockholder may engage in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in any of the foregoing clauses (A) activities if and (B) only solely to the extent that the Board of Directors Company is permitted to engage in such activities pursuant to Section 7.1 of the Company Merger Agreement. The Stockholder shall have concluded in good faithimmediately cease any and all existing activities, after consultation discussions or negotiations with its outside legal counsel, that such action is necessary in order for any Persons conducted heretofore with respect to any Acquisition Proposal. Without limiting the Board of Directors to comply with its fiduciary duties to the stockholders generality of the Company under applicable law. For purposes foregoing, the Stockholder acknowledges and hereby agrees that any violation of the restrictions set forth in this Section 11 by any of its Representatives (excluding the Company) shall be deemed to be a breach of this Agreement, "ACQUISITION PROPOSAL" means Section 11 by the Stockholder. The Stockholder shall not enter into any proposal letter of intent or offer for, similar document or any expression of interest (by public announcement agreement contemplating or otherwise) by any Person, other than Parent or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyterms.

No Solicitation. The Company (a) EFTC, TBF II and K*TEC each shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, nor shall it authorize or permit through any officer, director, employee, financial advisor, representative or agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, such party (i) solicit, initiate, or knowingly facilitate the submission encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of any Acquisition Proposal substantial assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transaction involving such party or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries regarding any or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) participate engage in negotiations or discussions with any discussions person (or negotiations regardinggroup of persons) other than EFTC, TBF II or K*TEC or their respective affiliates (a "Third Party") concerning, or furnish provide any non-public information to any Person (including any parties with which the Company person or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofentity relating to, any Acquisition Proposal, or (iii) enter into any agreement with respect agree to or recommend any Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent EFTC or its Board of Directors from complying with Rule 14e-2 promulgated under the foregoing Exchange Act with regard to an Acquisition Proposal. (b) EFTC, TBF II and K*TEC shall not prohibit each notify the Company other party immediately after receipt by EFTC, TBF II or K*TEC (or any of its Subsidiaries their advisors) of any Acquisition Proposal or the Company Representatives from, prior any request for nonpublic information in connection with an Acquisition Proposal or for access to the acceptance for payment properties, books or records of Shares pursuant to the Offersuch party by any person or entity that informs such party that it is considering making, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c))or has made, with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging . Such notice shall be made orally and in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but writing and shall indicate in each case referred to in reasonable detail the foregoing clauses (A) and (B) only to the extent that the Board of Directors identity of the Company shall have concluded in good faithofferor and the terms and conditions of such proposal, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal inquiry or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companycontact.

No Solicitation. The Company shall not(a) None of Rodeo, Inc., Seller, Parent nor shall it permit any of its Subsidiaries their respective officers, directors, employees, agents, affiliates (including the Company), accountants, counsel, investment bankers, financial advisors or other representatives shall, (i) directly or indirectly, initiate, solicit or encourage, or take any action to facilitate the making of, any Competing Proposal (as defined below), or (ii) directly or indirectly engage in any discussions or negotiations with, or provide any information or data to, nor shall it authorize or permit afford any officeraccess to the properties, director, employee, agent books or representative records of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") Company Subsidiary to, directly or indirectlyotherwise assist, (i) solicitfacilitate or encourage, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish person relating to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Competing Proposal; provided, however, that at any time Parent, Rodeo, Inc. and Seller may, in response to a Superior Proposal (as defined below) which was not solicited by them and which did not otherwise result from a breach of this Section 5.11(a), and subject to providing prior written notice of their decision to take such action to Buyer (the foregoing shall not prohibit "NOTICE"), following delivery of the Company or any of its Subsidiaries Notice (x) furnish information with respect to the Company, or the Company Representatives fromSubsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations regarding such Superior Proposal. Parent, Rodeo, Inc. and Seller shall keep Buyer apprised of any such discussions and negotiations promptly after they occur. (b) Except as set forth below, neither Rodeo, Inc. nor Seller shall enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement (other than a confidentiality agreement in connection with a Superior Proposal which is entered into by Rodeo, Inc. and Seller in accordance with Section 5.11(a)) relating to any Competing Proposal (each, an "ACQUISITION AGREEMENT"). Notwithstanding the foregoing, in response to a Superior Proposal which was not solicited by any of Rodeo, Inc., Seller or Parent nor any of their Representatives, and which did not otherwise result from a breach of Section 5.11(a), Parent, Rodeo, Inc. and Seller may, subject to the immediately following sentence, terminate this Agreement pursuant to and subject to the terms of Section 8.01(f) and, concurrently with such termination, enter into an Acquisition Agreement with respect to a Superior Proposal. The foregoing actions set forth in this Section 5.01(b) (including terminating this Agreement pursuant to Section 8.01(f)) may be taken by Parent, Rodeo, Inc. and Seller only if they have delivered to Buyer prior to the acceptance for payment 30th day following the date hereof written notice of Shares the intent of Parent, Rodeo, Inc. and Seller to take such action, together with a copy of the related Acquisition Agreement and a description of any terms of the Superior Proposal not contained therein. None of Parent, Rodeo, Inc. or Seller shall terminate this Agreement pursuant to Section 8.01(f) prior to the Offerfifth business day following such notice. If during such five business day period Buyer informs Parent that it may make an alternative proposal, (A) furnishing information Parent shall establish a reasonable and customary bidding procedure pursuant to which Buyer and the person making the Superior Proposal shall have the opportunity to make their respective bids to Parent, Rodeo, Inc. and Seller. Parent, Rodeo, Inc. and Seller shall accept Buyer's offer unless Parent shall have determined that the competing bid is more favorable from a confidentiality letter (provided for informational purposes financial point of view as compared to Parent subject to Buyer's bid, taking into account the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to factors discussed in the foregoing clauses (A) and (B) only to the extent that the Board definition of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanySuperior Proposal.

No Solicitation. The (a) From the date hereof until the Third Closing Date, the Company and its Subsidiaries shall not, nor and shall it permit any cause their respective Affiliates and each of its Subsidiaries their respective officers, directors, employees, auditors, agents, representatives, consultants, advisors, investment bankers, attorneys, accountants and other agents (collectively, "REPRESENTATIVES") not to, nor shall it authorize directly or permit indirectly, without the consent of Purchaser (i) initiate, solicit or entertain offers from, negotiate with or in any officermanner knowingly encourage, directordiscuss, employeeaccept, agent or representative consider any proposal of any other person relating to (w) the acquisition of capital stock of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") toSubsidiaries, directly securities convertible into or indirectly, (i) solicit, initiate, or knowingly facilitate the submission exchangeable for shares of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of its Subsidiaries, (x) the acquisition of the Company.'s or any of its Subsidiaries' assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, business combination, recapitalization, liquidation, dissolution or otherwise, (y) the incurrence of indebtedness for borrowed money by the Company or any of its Subsidiaries, or (z) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent, delay or dilute the benefits to the Purchaser of the transactions contemplated hereby, including, without limitation, by taking any action that would make Section 203 of the DGCL or the Rights Agreement inapplicable to an Alternative Transaction (other than the transactions contemplated by this Agreement, sales of inventory in the ordinary course and shares issued upon the exercise of existing stock options) (any of the foregoing being an "ALTERNATIVE TRANSACTION"), (ii) initiate, participate or engage in, or agree to initiate, participate or engage in, negotiations or discussions concerning, or provide to any person or entity any information or data relating to the Company or any Subsidiary, or otherwise cooperate with or assist or participate in facilitating or encouraging, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to an Alternative Transaction, (iii) in connection with any Alternative Transaction, require the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement or the other Documents, (iv) grant any waiver or release under or amend any standstill, confidentiality or similar agreement entered into by the Company or any of its Affiliates or representatives; (v) agree to, approve or recommend any Alternative Transaction, or (vi) take any other action inconsistent with the obligations and commitments of the Company pursuant to this Section 5.11; provided, however, that nothing contained herein shall limit the ability of the Company to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act; and provided further that if, in respect of an offer, proposal or inquiry relating to a possible Alternative Transaction from a third party or entity made after the date hereof which has not been solicited or encouraged in violation of clause (i) or (ii) above, the Board of Directors of the Company

No Solicitation. The (a) Except as set forth in this Section 6.1, the Company shall not, nor shall it permit any and each of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative not and shall cause each of the directors and officers of the Company or any of its Subsidiaries not to, and shall not authorize and shall otherwise use its reasonable best efforts to cause its or their employees, investment bankers, attorneys, accountants or other advisors, agents or representatives ("COMPANY REPRESENTATIVES"such directors, officers, employees, investment bankers, attorneys, accountants, other advisors, agents and representatives, collectively, “Representatives”) not to, directly or indirectly, : (i) solicit, initiate, propose, knowingly encourage or knowingly facilitate any inquiries or the submission making of any Acquisition Proposal proposal or any inquiries regarding offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal, including (A) approving any transaction under Section 203 of the DGCL and (B) approving any person becoming an “interested stockholder” under Section 203 of the DGCL; or (ii) enter into, continue or otherwise participate in any communications, discussions or negotiations regarding, or furnish to any Person (including person any parties information or data with which respect to, assist or participate in any effort or attempt by any person with respect to, or otherwise cooperate in any way with, any Acquisition Proposal. Notwithstanding the Company or any representative foregoing, prior to the receipt of the Company has previously engaged Stockholder Approval (the “Specified Time”), the Company may, in response to a bona fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement that did not result from a breach by the Company of this Section 6.1, and where the Company Board determines in good faith after consultation with its outside counsel and independent financial advisor that such Acquisition Proposal is, or could reasonably likely to lead to, a Superior Proposal and that the failure to take such action would be inconsistent with the fiduciary obligations of the Company Board, and not earlier than 24 hours after providing the notice contemplated by 6.1(c), (x) furnish information or data with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement and (y) participate in discussions or negotiations with respect to any such person and its Representatives regarding such Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 6.1(a) by any information with respect to its business, properties or assets, for the purpose Representative of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries Subsidiaries, whether or not such person is purporting to act on behalf of the Company or otherwise, shall be deemed to be a breach of this Section 6.1(a) by the Company; provided that no breach of this Section 6.1(a) shall result solely from the Company or its Representatives informing any person of the restrictions of this Section 6.1. (b) Neither the Company Board nor any committee thereof shall: (i) except as set forth in this Section 6.1(b), withhold, withdraw, qualify or modify, or propose publicly to withhold, withdraw, qualify or modify, in a manner adverse to the Parent or the Merger Sub, the approval or recommendation by the Company Representatives fromBoard or any such committee of this Agreement or the Merger; (ii) cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement (an “Acquisition Agreement”) constituting or relating to, or that could reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement referred to in 6.1(a) entered into in the circumstances referred to in 6.1(a)); or (iii) except as permitted by and in accordance with Section 8.1(d)(ii), adopt, authorize, approve or recommend, or publicly propose to adopt, authorize, approve or recommend, any Acquisition Proposal. Notwithstanding the foregoing, provided the Company shall not have breached its obligations under Section 6.1(a), the Company Board may withdraw or modify the recommendation by the Company Board or any committee thereof of this Agreement or the Merger in circumstances where the Company Board has determined that a Superior Proposal is outstanding, if (A) (1) the Company Board determines in good faith, after consultation with its outside counsel and an independent financial advisor, that its fiduciary obligations require it to do so, but only at a time that is prior to the acceptance for payment Specified Time and is after the third business day following the Parent’s receipt of Shares pursuant written notice (an “Adverse Recommendation Notice”) advising the Parent that the Company Board desires to withdraw or modify the Offerrecommendation (and the manner and timing in which it intends to do so) (such three business day period, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)“Notice Period”), with terms no less favorable than and (2) if requested by the Confidentiality Agreement (as defined in Section 5.03) concerning Parent, the Company provides the Parent with a reasonable opportunity to make adjustments in the terms and its businessesconditions of this Agreement and negotiates in good faith with the Parent with respect thereto during the Notice Period, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred as would enable the Company Board or committee thereof to proceed with its recommendation in favor of this Agreement or the foregoing clauses (A) Merger, and (B) only (1) such withdrawal is due to the extent that existence of a Superior Proposal, and the Board Company has complied with the requirements of Directors Section 6.1(c), including specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and (2) if the Parent shall have, at or prior to the end of the Notice Period, made an offer that would, upon the Company’s acceptance, be binding on the Parent and Merger Sub, the Company Board determines in good faith (after consultation with its financial and legal advisors) that such Superior Proposal continues to be a Superior Proposal as defined below. Any material changes to the financial terms or any material change to other material terms of such Superior Proposal occurring prior to the Company Board’s effecting a Company Adverse Recommendation Change pursuant to this Section 6.1(b) shall have require the Company to provide to the Parent a new Adverse Recommendation Notice and a new Notice Period and to comply with the requirements of this Section 6.1(b) with respect to each such Adverse Recommendation Notice. In addition, and notwithstanding the foregoing, at any time prior to the Specified Time, the Company Board may in response to a material development or change in circumstances occurring or arising after the date hereof that was neither known to the Company Board nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), withdraw or modify its recommendation of this Agreement or the Merger if the Company Board has concluded in good faith, after consultation with its outside legal counselcounsel and independent financial advisor, that that, in light of such Intervening Event, the failure to take such action is necessary in order for would be inconsistent with the Board of Directors to comply with its fiduciary duties to the stockholders obligations of the Company Board; provided that, the Company Board shall not be entitled to take such action pursuant to this sentence unless the Company has (x) provided to the Parent at least three business days’ prior written notice advising the Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail and (y) during such three business day period, if requested by the Parent, engaged in good faith negotiations with the Parent to amend this Agreement in such a manner that obviates the need for taking such action as a result of the Intervening Event. Any Company Adverse Recommendation Change shall not change the approval of this Agreement or any other approval of the Company Board, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby or thereby, including the Merger. (c) The Company shall as promptly as practicable (and in any event within 1 business day of receipt) advise the Parent orally, with written confirmation to follow, of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or any inquiry with respect to or that could reasonably be expected to lead to any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company shall (i) keep the Parent reasonably informed, on a current basis, of any material change in the status and details (including any material change to the terms, with any change in price being deemed to be material) of any such Acquisition Proposal or inquiry, (ii) provide to the Parent as promptly as practicable (and in any event within 1 business day) after receipt or delivery thereof copies of all material documents sent or provided to the Company or its Representatives, including those provided by electronic mail, from any third party in connection with any Acquisition Proposal or sent or provided by the Company or its Representatives to any third party in connection with any Acquisition Proposal (except to the extent previously furnished to the Parent) and (iii) if the Parent shall make a counterproposal, consider in good faith the terms of such counterproposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the Company shall furnish a copy of such information to the Parent (except to the extent previously furnished to the Parent). (d) Nothing contained in Section 6.1 shall be deemed to prohibit the Company from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law. ; provided, however, that, in no event shall the Company Board or any committee thereof take, or agree or resolve to take, any action prohibited by Section 6.1(b). (e) The Company shall, and shall cause its Subsidiaries and its and their Representatives to, cease immediately all communications, discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. (f) For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.:

No Solicitation. The Company (a) Stockholder covenants and agrees that, prior to the Expiration Date, Stockholder shall not, nor shall it permit authorize or permit, as applicable, any of its Subsidiaries tosubsidiaries or its or their directors, nor shall it authorize officers, employees, investment bankers, attorneys, accountants or permit any officerother advisors or representatives (such directors, directorofficers, employeeemployees, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES"investment bankers, attorneys, accountants, other advisors and representatives, collectively, “Representatives”) to, to directly or indirectly, : (i) solicit, initiate, encourage or knowingly facilitate any inquiries or the submission making of any proposal or offer that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal (as defined below), including without limitation amending or granting any inquiries regarding waiver or release under any Acquisition Proposal, standstill or similar agreement with respect to any Company Common Stock; or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to its businessto, properties assist or assetsparticipate in any effort or attempt by any person with respect to, for the purpose of facilitating the consummation ofor otherwise cooperate in any way with, any Acquisition ProposalProposal or any inquiry, proposal or (iii) enter into any agreement with respect offer that could reasonably be expected to lead to any Acquisition Proposal; provided, however, that Proposal Notwithstanding the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives fromand subsection (c) below, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that Stockholder or any Representative of Stockholder is a director of the Company, Stockholder may take, and Stockholder may permit such Representative to take, such actions in his or her capacity as director of the Company as are expressly permitted to be taken by the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors respect to comply with its fiduciary duties an Acquisition Proposal pursuant to the stockholders (A) Section 6.1(a) of the Company under applicable law. For purposes Merger Agreement in connection with a bona fide, unsolicited Acquisition Proposal made or received after the date of this Agreement, "ACQUISITION PROPOSAL" means (B) Section 6.1(b) of the Merger Agreement and (C) Section 6.1(d) of the Merger Agreement, in each case subject to the conditions and limitations set forth in the Merger Agreement and in the case of (A) and (B), as long as such actions do not follow a breach by Stockholder or such Representative of this Section 7 or a breach by the Company of Section 6.1 of the Merger Agreement. (b) Stockholder shall immediately notify the Buyer orally, with written confirmation to follow promptly (and in any event within 48 hours), of any Acquisition Proposal or any request for nonpublic information in connection with, or that would reasonably be expected to lead to, any Acquisition Proposal and of any material modifications to any Acquisition Proposal, received by Stockholder, such notice to include all written materials delivered to Stockholder by the person making such inquiry or Acquisition Proposal and in any case the identity of such person and a description of the terms of such Acquisition Proposal. (c) Stockholder shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal or offer forthat constitutes, or any expression of interest (by public announcement or otherwise) by any Personcould reasonably be expected to lead to, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyan Acquisition Proposal.

No Solicitation. (a) The Company shall immediately cease and terminate any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Persons conducted heretofore by the Company, its Subsidiaries or any of their respective representatives with respect to any proposed, potential or contemplated Acquisition Transaction and request the return or destruction of all non-public information furnished in connection therewith. (b) From and after this date, without the prior written consent of Parent, the Company will not, nor shall it will not authorize or permit any of its Subsidiaries to, nor and shall use its reasonable best efforts to cause any of its or their respective officers, directors, employees, financial advisors, agents or other representatives not to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an Acquisition Proposal from any Person, engage in any discussion or negotiations relating thereto or accept any Acquisition Proposal or enter into any contract or understanding requiring it authorize to abandon, terminate or permit fail to consummate the Merger or any officerof the other transactions contemplated by this Agreement; provided that, directorat any time prior to receipt of the stockholder approval referred to in Section 6.1, employeethe Company may, agent subject to compliance with this Section 5.2(b), furnish information to, and negotiate or representative otherwise engage in discussions with, any Person (a "Proposing Party") who (x) delivers a bona fide written Acquisition Proposal which was not solicited, initiated, encouraged or facilitated by the Company, directly or indirectly, after the date of this Agreement or otherwise resulted from a breach of this Section 5.2, and (y) enters into an appropriate confidentiality agreement with the Company (which agreement shall be no less favorable to the Company than the Confidentiality Agreement and a copy of which will be delivered to Parent promptly after the execution thereof), if, but only if, the Board of Directors of the Company determines in good faith by a majority vote, (i) after consultation with, and receipt of advice from, its outside legal counsel, that failing to take such action would constitute a breach of the fiduciary duties of such Board of Directors under the IBCL, and (ii) after consultation with the Company's independent financial advisors, that such proposal could reasonably be expected to lead to a Superior Transaction. (c) The Company shall notify Parent orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such offers or proposals, any amendments or revisions, and the identity of the Person making it), as promptly as practicable following the receipt, and shall keep Parent reasonably informed of the status and material terms of any such inquiry, offer or proposal. For purposes of this Agreement, "Acquisition Proposal" shall mean, with respect to the Company, any inquiry, proposal or offer from any Person (other than Parent or any of its Subsidiaries) relating to any (i) direct or indirect acquisition or purchase of a business of the Company or any of its Subsidiaries, that constitutes 15% or more of the consolidated net revenues, net income or assets of Company and its Subsidiaries, (ii) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") towhose business constitutes 15% or more of the consolidated net revenues, directly net income or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative assets of the Company has previously engaged and its Subsidiaries, (iii) tender offer or exchange offer that if consummated would result in discussions any Person beneficially owning 15% or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for more of the purpose capital stock of facilitating the consummation of, any Acquisition ProposalCompany, or (iiiiv) enter into any agreement with respect to any Acquisition Proposal; providedmerger, howeverconsolidation, that the foregoing shall not prohibit business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries whose business constitutes 15% or more of the Company Representatives fromconsolidated net revenues, prior to the acceptance for payment net income or assets of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets Subsidiaries. Each of the transactions referred to a Person who has made an unsolicited written in clauses (i) - (iv) of the definition of Acquisition Proposal, other than any such transaction to which Parent or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposalany of its Subsidiaries is a party, but in each case is referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, as an "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanyAcquisition Transaction".

No Solicitation. The Company From and after the date hereof until the Expiration Date, the Shareholder, in his, her or its capacity as a shareholder of the Company, shall not, nor shall it permit such Shareholder authorize any of its Subsidiaries topartner, nor shall it authorize or permit any officer, director, employee, agent advisor or representative of the Company of, such Shareholder or any of his, her or its Subsidiaries affiliates, other than the Company in accordance with the terms of the Merger Agreement, to ("COMPANY REPRESENTATIVES"and, to the extent applicable to the Shareholder, such Shareholder shall use reasonable best efforts to prevent any of his, her or its representatives or affiliates, other than the Company in accordance with the terms of the Merger Agreement, to (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any an Acquisition Proposal, (iib) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (iiiother than Buyer) enter into any agreement information or data with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior otherwise relating to the acceptance for payment of Shares pursuant to the Offeran Acquisition Proposal, (Ac) furnishing information pursuant enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a confidentiality letter “participant” in a “solicitation” (provided for informational purposes as such terms are defined in Regulation 14A under the Exchange Act) with respect to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable an Acquisition Proposal (other than the Confidentiality Agreement Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (as defined in Section 5.03e) concerning initiate a shareholders’ vote or action by consent of the Company and its businesses, properties or assets Company’s shareholders with respect to a Person who has made an unsolicited written Acquisition Proposal, or (Bf) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes except by reason of this Agreement, "ACQUISITION PROPOSAL" means become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary voting securities of the Company or that takes any inquiry, proposal or offer to acquire action in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion support of the assets or capital stock of the Company or any Subsidiary of the Companyan Acquisition Proposal.

No Solicitation. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries toofficers, nor shall it authorize directors or permit any officer, director, employee, agent or representative of the Company employees or any of its Subsidiaries ("COMPANY REPRESENTATIVES") investment banker, financial advisor, attorney, accountant or other representative or agent retained by it or any subsidiary to, directly or indirectly, (i) solicit, initiate, initiate or knowingly facilitate encourage the submission of any Acquisition Takeover Proposal (as defined below) or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including person any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any nonpublic information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposalto, or (iii) enter into taken any agreement with respect other action designed or reasonably likely to facilitate any Acquisition inquiries or the making of any proposal that constitutes any Takeover Proposal; provided, however, that the foregoing shall not prohibit the Company or if, at any of its Subsidiaries or the Company Representatives from, time prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded determines in good faith, after consultation with its outside legal counsel, that such action it is necessary reasonably advisable to do so in order for the Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to a Takeover Proposal which was not solicited subsequent to the date hereof, and subject to compliance with Section 7.07(c), (x) furnish information with respect to the Company to any person pursuant to a customary confidentiality agreement and (y) participate in discussions and 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 director, officer or employee of the Company under applicable lawor any of its subsidiaries or any investment banker, financial advisor, attorney, account or other representative or agent of the Company or any of its subsidiaries shall be deemed to be a breach of this Section 7.07(a) by the Company. For purposes of this Agreement, "ACQUISITION TAKEOVER PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer from any person relating to acquire in any manner direct or indirect acquisition or purchase of a substantial amount of assets of the Company and its subsidiaries, taken as a whole (including through a joint venture with other than the purchase of the Company's products in the ordinary course of business), directly or indirectly, all or any significant portion of more than 40% interest in the assets or capital stock total voting securities of the Company or any Subsidiary of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person beneficially owing 40% or more of any class of equity securities of the CompanyCompany or any of its subsidiaries or any merger, consolidation, business combination, sale of substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement.

No Solicitation. (a) The Company shall not, nor shall it authorize or permit any of its Subsidiaries Company Subsidiary to, nor shall it authorize or permit any officer, directordirector or employee of, employeeor any investment banker, agent attorney or other advisor or representative of (collectively, “Representatives”) of, the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") Company Subsidiary to, directly or indirectly, (i) directly or indirectly solicit, initiate, initiate or knowingly facilitate encourage the submission of any Acquisition Proposal Company Takeover Proposal, or take any action designed to facilitate any inquiries regarding or the making of any Acquisition proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly enter into, participate in or continue any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofto, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Company Takeover Proposal; provided, however, that, prior to obtaining the Company Stockholder Approval, the Company and its Representatives may, to the extent required by the fiduciary obligations of the Company Board, as determined in good faith by the Company Board after consultation with outside counsel, in response to a Company Takeover Proposal that was not solicited by the Company and that did not otherwise result from a breach or a deemed breach of this Section 5.02(a) and that the foregoing shall not prohibit Company Board or the Special Committee determines, after consultation with its financial advisor and outside counsel, is reasonably likely to lead to a Superior Company Proposal, and subject to compliance with Section 5.02(c), (x) furnish information with respect to the Company to the person making such Company Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement and (y) participate in discussions and negotiations with such person and its Representatives regarding such Company Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative or affiliate of the Company or any Company Subsidiary, whether or not such person is purporting to act on behalf of the Company or any Company Subsidiary or otherwise, shall be deemed to be a breach of this Section 5.02(a) by the Company. The Company shall, and shall cause its Subsidiaries Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal. (b) Neither the Company Board nor the Special Committee shall (i) withdraw or modify in a manner adverse to Parent or Sub, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by the Company Board or the Special Committee of this Agreement or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Company Representatives fromTakeover Proposal or (iii) approve or recommend, prior or propose to approve or recommend, any Company Takeover Proposal. Notwithstanding the foregoing, if the Company Board or the Special Committee determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with their fiduciary obligations, the Company Board or the Special Committee may withdraw or modify its approval or recommendation of the Merger and this Agreement. (c) The Special Committee promptly shall advise Parent orally and in writing of any Company Takeover Proposal made to the acceptance for payment Special Committee or any inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal and the identity of Shares pursuant the person making any such Company Takeover Proposal or inquiry. The Special Committee shall (i) keep Parent fully informed of the status, including any change to the Offerdetails, of any such Company Takeover Proposal or inquiry and (Aii) furnishing information pursuant provide Parent as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to a confidentiality letter the Company from any third party in connection with any Company Takeover Proposal or sent or provided by the Company to any third party in connection with any Company Takeover Proposal other than materials already provided by the Company to Parent. (provided for informational purposes d) Nothing contained in this Section 5.02 shall prohibit the Company from making any required disclosure to Parent subject the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable Law; provided, however, that in no event shall the Company, the Company Board or any committee thereof take, agree or resolve to take any action prohibited by Section 5.02(b). Except as specifically permitted by, or as required in order to take any action specifically permitted by, this Agreement, including this Section 5.02(d), the proviso in Section 5.02(c)), with terms no less favorable than 5.02(a) or the Confidentiality Agreement last sentence of Section 5.02(b) (as defined in Section 5.03) concerning but excluding the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only taking of any action pursuant to the extent that resolutions of the Board of Directors of the Company shall have concluded in good faithappointing and specifying the duties of the Special Committee which is not otherwise specifically permitted by, after consultation with its outside legal counsel, that such action is necessary or required in order for to take any action specifically permitted by, this Agreement), the Board of Directors Special Committee may not take, agree or resolve to comply take any action that would reasonably be expected to interfere with its fiduciary duties to or delay (i) the stockholders receipt of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal Stockholder Approval or offer for, or any expression of interest (by public announcement or otherwiseii) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary consummation of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanyMerger.

No Solicitation. (a) The Company shall, and shall cause its Subsidiaries, and its and their officers, directors, employees, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, "Representatives") to, immediately cease and cause to be terminated immediately any discussions or negotiations with any parties that may be ongoing with respect to, or that could reasonably be expected to lead to, a Takeover Proposal. The Company shall not, nor shall it authorize or permit any of its Subsidiaries toRepresentatives, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, to (i) directly or indirectly solicit, initiate, encourage, or take any other action to knowingly facilitate the submission (including by way of furnishing information) any Acquisition Proposal or any inquiries regarding any Acquisition Takeover Proposal, (ii) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any way in any negotiations or discussions or negotiations regarding, or furnish or disclose to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect other than a party to any Acquisition Proposalthis Agreement) any information with respect to, or take any other action to its businessknowingly facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, properties or assets, for the purpose of facilitating the consummation ofcould reasonably be expected to lead to, any Acquisition Proposal, Takeover Proposal or (iiiiv) enter into grant any waiver or release under any standstill or any similar agreement with respect to any Acquisition Proposalclass of the Company's equity securities; provided, however, that the foregoing shall not prohibit at any time prior to obtaining the Company or any of its Subsidiaries or the Company Representatives fromStockholder Approval, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant in response to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited bona fide written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent Takeover Proposal that the Board of Directors of the Company shall have concluded determines in good faith, faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or would reasonably be expected to lead to a Superior Proposal, and which Takeover Proposal was not solicited after the date hereof and was made after the date hereof and did not otherwise result from a breach of this Section 6.2, the Company may, if its outside legal counsel, that such action is necessary in order for the Board of Directors determines in good faith (after consulting with outside counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes , and subject to compliance with Section 6.2(c), (i) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its representatives) pursuant to a customary confidentiality agreement not less restrictive of such Person than the Confidentiality Agreement and the standstill provisions of the Standstill Agreement, provided that all such information has previously been provided to Parent or is provided to Parent prior to or substantially concurrent with the time it is provided to such Person, and (ii) participate in discussions or negotiations with the Person making such Takeover Proposal (and its representatives) regarding such Takeover Proposal. (b) The Company shall provide Parent with 48 hours prior written notice (or such other prior notice as is reasonably practicable in light of notice of less than 48 hours provided to members of the Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to consider any Takeover Proposal. (c) Neither the Board of Directors of the Company nor any committee thereof shall (i) (A) withdraw (or modify in a manner adverse to Parent), or publicly propose to withdraw (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, "ACQUISITION PROPOSAL" means any proposal the Merger or offer forthe other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any expression of interest Takeover Proposal (by public announcement any action described in this clause (i) being referred to as a "Company Adverse Recommendation Change") or otherwise(ii) by any Personapprove or recommend, other than Parent or its affiliatespropose to approve or recommend, in a merger or other business combination involving allow the Company or any Subsidiary 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 agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than a confidentiality agreement referred to in Section 6.2(a)) (an "Acquisition Agreement"). Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may make a Company Adverse Recommendation Change in response to a Superior Proposal if such Board of Directors determines in good faith (after consultation with outside counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of the Company under applicable law; provided, however, that (i) no Company Adverse Recommendation Change shall be made until after the third Business Day following Parent's receipt of written notice (a "Notice of Adverse Recommendation") from the Company advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor, including the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Adverse Recommendation and a new three Business Day period); (ii) during such three Business Day period the Company shall negotiate with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and not make a Company Adverse Recommendation Change and (iii) the Company shall not make a Company Adverse Recommendation Change if, prior to the expiration of such three Business Day period, Parent makes a proposal to adjust the terms and conditions of this Agreement that the Company's Board of Directors determines in good faith (after consultation with its financial advisors) to be at least as favorable as the Superior Proposal. (d) The Company agrees that in addition to the obligations of the Company set forth in paragraphs (a), (b) and (c) of this Section 6.2, promptly on the date of receipt thereof, the Company shall advise Parent orally and in writing of any request for information that could reasonably be expected to lead to a Takeover Proposal, or any Takeover Proposal, or any inquiry, proposal discussions or offer negotiations with respect to acquire any Takeover Proposal and the terms and conditions of such request, Takeover Proposal, inquiry, discussions or negotiations and the Company shall promptly provide to Parent copies of any written materials received by the Company in connection with any manner of the foregoing, and the identity of the Person or group making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. The Company agrees that it shall keep Parent fully informed of the status and details (including through amendments or proposed amendments) of any such request, Takeover Proposal or inquiry and keep Parent fully informed as to the details of any information requested of or provided by the Company and as to the details of all discussions or negotiations with respect to any such request, Takeover Proposal or inquiry. (e) Nothing contained in this Section 6.2 shall prohibit the Company from (i) taking and disclosing to its stockholders a joint venture with position contemplated by Rule 14e-2 promulgated under the Company), directly Exchange Act or indirectly, all or (ii) making any significant portion of disclosure to the assets or capital stock stockholders of the Company if, in the good faith judgment of the Board of Directors (after consultation with outside counsel), such disclosure would be required under applicable law; provided, however, that in no event shall the Company or its Board of Directors or any Subsidiary committee thereof take, or agree or resolve to take, any action prohibited by 6.2(c). (f) The Company agrees that immediately following the execution of this Agreement it shall request each Person which has heretofore executed a confidentiality agreement since July 24, 2000 in connection with such Person's consideration of acquiring the CompanyCompany to return or destroy all confidential information heretofore furnished to such Person by or on its behalf.

No Solicitation. The (a) Subject to Section 7.11(b), the Company agrees that from and after the date of this Agreement, it shall (i) immediately cease and terminate, and cause to be ceased and terminated, all discussions and negotiations with any other Person (other than Parent or its Affiliates) regarding any Alternative Proposal (as hereinafter defined), (ii) promptly request, and cause to be requested that, each Person that has received confidential information in connection with a possible Alternative Proposal within the last twelve (12) months return to the Company or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company and Company Subsidiaries, (iii) not grant any waiver or release under or knowingly fail to enforce any confidentiality, standstill or similar agreement entered into or amended during the twelve (12) months prior to the date hereof in respect of a proposed Alternative Proposal (such agreement, a “Standstill Agreement”). From and after the date of this Agreement, subject to Section 7.11(b) and Section 9.3(b), the Company shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, nor shall it the Company authorize or permit any officerCompany Subsidiary, directorany of its or their respective officers or directors, employeeor any investment banker, agent financial advisor, attorney, accountant, agent, employee or authorized representative (a “Representative”) of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") Company Subsidiary to, directly or indirectly, (i) solicit, initiateinitiate or knowingly and intentionally encourage or facilitate (including by way of furnishing information), or knowingly facilitate engage in discussions or negotiations regarding, any inquiry, proposal or offer, or the making, submission or announcement of any Acquisition Proposal inquiry, proposal or offer (including any inquiries regarding any Acquisition inquiry, proposal or offer to its stockholders) which constitutes or would be reasonably expected to lead to an Alternative Proposal, (ii) participate in except for confidentiality agreements entered into pursuant to the proviso to the first sentence of clause (b) of this Section 7.11 or a definitive agreement entered into or to be entered into concurrently with a termination of this Agreement by the Company pursuant to Section 9.3(b), approve or enter into a letter of intent, memorandum of understanding or other Contract with any discussions Person, other than Parent and Merger Sub, for, constituting or negotiations regardingotherwise relating to an Alternative Proposal, (iii) provide or furnish cause to be provided any Person (including any parties with which information or data relating to the Company or any representative Company Subsidiary in connection with, or in response to, any Alternative Proposal by any Person, or (iv) terminate, amend, waive or permit the waiver of any voting restriction contained in the organizational or governing documents of the Company, or take any action contemplated by paragraph (1) of Article Fourteenth of the Company’s certificate of incorporation or by paragraph (a)(1) of Section 203 of the DGCL. Without limiting the generality of the foregoing, the Company acknowledges and agrees that, in the event any officer or director of the Company has previously engaged takes any action or any officer or director of any Company Subsidiary or any other Representative of the Company or any Company Subsidiary with the knowledge of the Company takes any action, in either case that, if taken by the Company would be a breach of this Section 7.11, the taking of such action by such officer, director or other Representative shall be deemed to constitute a breach of this Section 7.11 by the Company. (b) Notwithstanding the provisions of Section 7.11(a), the Company and its Representatives shall be entitled, prior to obtaining the Required Company Vote, to furnish information regarding the Company and any Company Subsidiary to, or engage in discussions or negotiations with, any Person in response to an unsolicited, bona fide, written third party proposal with respect to an Alternative Proposal that is submitted to the Company by such Person (for so long as such Alternative Proposal has not been withdrawn) if (i) none of the Company, the Representatives of the Company, the Company Subsidiaries and the Representatives of the Company Subsidiaries shall have breached the provisions set forth in this Section 7.11 in any Acquisition Proposal) any information material respect with respect to such Person, and (ii) the Board of the Company shall have determined, in its businessgood faith judgment, properties after consultation with the Company’s financial advisor and outside legal counsel, that the proposal constitutes or assetsis reasonably likely to lead to a Superior Proposal (as hereinafter defined); provided that the Company may not enter into negotiations or discussions or supply any information in connection with an Alternative Proposal without entering into a confidentiality agreement at least as restrictive in all matters as the Confidentiality Agreement, for dated as of July 2, 2009 between the purpose Company and Parent (the “Confidentiality Agreement”) except that such confidentiality agreement may allow such third party to make Alternative Proposals to the Company in connection with the negotiations and discussions permitted by this Section 7.11(b). Parent shall be entitled to receive an executed copy of facilitating any such confidentiality agreement and notification of the consummation ofidentity of such Person immediately after the Company’s entering into such discussions or negotiations or furnishing information to the Person making such Alternative Proposal or its Representatives. The Company shall promptly provide or make available to Parent any non-public information concerning the Company and any Company Subsidiary that is provided to the Person making such Alternative Proposal or its Representatives which was not previously provided or made available to Parent. The Company agrees that it shall notify Parent promptly if any inquiry, contact or proposal related to an Alternative Proposal is received by, any Acquisition Proposalsuch information is requested from, or (iii) enter into any agreement such discussions or negotiations are sought to be initiated or continued with, the Company, the Company Subsidiaries, any of its Representatives, or any Representatives of the Company Subsidiaries, and thereafter shall keep Parent informed in writing, on a reasonably current basis, regarding the status of any such inquiry, contact or proposal and the status of any such negotiations or discussions. Nothing contained in this Agreement shall prevent the Board of the Company from complying with Rule 14e-2 under the Exchange Act with respect to an Alternative Proposal or from making any Acquisition Proposal; similar disclosure, provided, however, that the foregoing shall not prohibit subject to Section 7.11(c), neither the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that nor the Board of Directors of the Company shall have concluded withdraw or modify, or propose publicly to withdraw or modify, its position with respect to this Agreement or in connection with the Merger, or approve (other than in connection with a termination under Section 9.3(b)) or recommend, or propose publicly to approve or recommend, an Alternative Proposal. (c) The Board of the Company shall not withdraw, modify or qualify in a manner adverse to Parent or Merger Sub, or resolve to or publicly propose to withdraw, amend, modify or qualify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation or fail to make the Company Board Recommendation (any such action, a “Change in Recommendation”). Notwithstanding the immediately preceding sentence, prior to receipt of the Required Company Vote, the Board of the Company may effect a Change in Recommendation if (i) the Board of the Company determines in good faith, after consultation with its the Company’s outside legal counselcounsel and financial advisors, that its failure to take such action is necessary in order for the Board of Directors would be reasonably expected to comply be inconsistent with its fiduciary duties to under applicable Laws, (ii) the stockholders Board of the Company under applicable law. For purposes provides Parent with at least three (3) Business Days’ advance written notice of its intention to make a Change in Recommendation and specifying the material events giving rise thereto, and (iii) during such three (3) Business Day period, the Company and its Representatives shall, if requested by Parent, negotiate in good faith with Parent and its Representatives to amend this Agreement so as to enable the Board of the Company to proceed with its recommendation of this Agreement and at the end of such three (3) Business Day period, the Board of the Company maintains its determination (after taking into account any agreed modifications to the terms of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest ). (by public announcement or otherwised) by any Person, other than Parent or its affiliates, As used in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.this Agreement:

No Solicitation. The (a) Except as provided in Section 6.6(b) below, the Company shall agrees that from the date hereof until the Effective Time or the termination of this Agreement, the Company will not, nor shall it permit any of its Subsidiaries todirectly or indirectly, nor shall it authorize or permit through any officer, director, employeeaffiliate or agent of the Company, agent or representative otherwise, solicit, initiate, or encourage any proposals or offers from any person other than Parent or its affiliates (a "third party") relating to any possible acquisition of the Company or any of its Subsidiaries subsidiaries ("COMPANY REPRESENTATIVES"whether by way of merger, purchase of capital stock, purchase of assets or otherwise) to, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission engage in any sale of any Acquisition Proposal equity interest in or substantial assets of the Company or any inquiries regarding any Acquisition Proposal, of its subsidiaries (iiother than pursuant to the exercise of options outstanding on the date hereof) to a third party (an "Alternative Acquisition"); nor will the Company participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any person to its business, properties do or assets, for the purpose of facilitating the consummation ofseek, any Alternative Acquisition. (b) Notwithstanding the foregoing, in the event that (i) the Company shall receive a written proposal from a third party relating to an Alternative Acquisition Proposal(which proposal may or may not be subject to confirmatory due diligence), or (ii) the Company shall have notified Parent in writing of its receipt of such proposal and (iii) enter into any agreement with respect the Board of Directors, upon the advice of independent counsel, reasonably believes that the failure to do so would constitute a breach of its fiduciary duties (it being understood for this purpose that the failure to respond to an Acquisition Alternative which in the judgment of the Company's Board of Directors and its financial advisor is superior, from a financial point of view, to the Company's stockholders may be deemed to be a breach of such duty), then thereafter the Company shall be entitled to negotiate and provide information to such third party. Notwithstanding the immediately preceding sentence, this Section 6.6 will not be violated and, without more, the Company shall be permitted to negotiate and provide information to any third party that provides a written proposal for an Alternative Acquisition Proposal; provided, however, if such written proposal indicates that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offerproposed Alternative Acquisition (i) is fully financed, (Aii) furnishing information pursuant to provides for a confidentiality letter (provided purchase price which will be paid entirely in cash, for informational purposes to Parent subject to all outstanding Shares and at a price per Share greater than the proviso price per Share set forth in Section 5.02(c)), with 1.1 hereof and (iii) sets forth material terms which taken as a whole are no less favorable to the Company than the Confidentiality Agreement (as defined terms set forth in Section 5.03) concerning this Agreement, and the Company shall have first notified the Parent in writing of its receipt of such proposal and its businessesthe terms thereof. In addition, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to event that any such proposal, including the extent that financing thereof, has been determined by the Board of Directors of the Company based upon the 25 written opinion of its outside financial advisors to be on terms financially superior to the Company's stockholders as compared with the Offer and the Merger (a "Bona Fide Offer"), the Company may terminate this Agreement and accept such Bona Fide Offer upon the payment to Parent of the fee provided in Section 6.4. (c) Notwithstanding the provisions of the sixth paragraph of the Confidentiality Agreement (the "standstill provisions"), (i) following any notification to Parent of a written proposal that permits the Company to negotiate with and furnish information to any third party in accordance with Section 6.6(b) hereof, and until any Alternative Transaction resulting from such proposal shall have concluded either been consummated or the Company shall have received written notification that any such third party shall no longer seek to engage in good faithan Alternative Transaction with or involving the Company, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors Parent shall be entitled to comply with its fiduciary duties propose or present to the stockholders of Company any offer in response to such third party's offer, and (ii) if, from the Company under applicable law. For purposes date hereof until the Effective Time or the termination of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer forthird party shall announce its intention to commence, or shall commence, any expression of interest (by tender offer to acquire Shares, Parent and the Purchaser shall be entitled to make any public announcement or otherwise) by proposal, or to take any Person, other than Parent action it or its affiliatesthey may deem appropriate, in a merger response to such announcement or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companytender offer.

No Solicitation. The Company COMPANY shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, nor shall it authorize or permit through any officer, director, employee, financial advisor, representative or agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, such party (i) solicit, initiate, or knowingly facilitate the submission encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale or transfer of substantial assets, sale of any Acquisition Proposal shares of capital stock (including without limitation by way of a tender offer) or similar transaction involving it or any of its Subsidiaries, other than the transactions contemplated by this Agreement (any of the foregoing inquiries regarding any or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) participate engage in any negotiations or discussions or negotiations regardingconcerning, or furnish provide any non-public information to any Person (including any parties with which the Company person or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofentity relating to, any Acquisition Proposal, or (iii) enter into any agreement with respect agree to or recommend any Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that nothing contained in this Agreement shall prevent the foregoing shall not prohibit the Company COMPANY or any its Board of its Subsidiaries or the Company Representatives fromDirectors, prior to the acceptance for payment of Shares pursuant to the Offer, from (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposalnon-public information, or (B) engaging in entering into discussions or negotiations with, any person or entity in connection with such Person who has made an unsolicited bona fide written Acquisition ProposalProposal by such person or entity or recommending an unsolicited bona fide written Acquisition Proposal to its stockholders, but in each case referred to in the foregoing clauses (A) if and (B) only to the extent that (1) the Board of Directors of the Company shall have concluded COMPANY believes in good faith, faith (after consultation with its financial advisor) that such Acquisition Proposal is reasonably capable of being completed on the terms proposed and, after taking into account the strategic benefits anticipated to be derived from the Merger and the long-term prospects of the COMPANY and BUYER as a combined company, would, if consummated, result in a transaction more favorable over the long term than the transaction contemplated by this Agreement and the COMPANY's Board of Directors determines in good faith after consultation with outside legal counsel, counsel that such action is necessary in order for the such Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer forlaw and (2) prior to furnishing such non-public information to, or any expression entering into discussions or negotiations with, such person or entity, such Board of interest Directors receives from such person or entity an executed confidentiality agreement with terms no more favorable to such party than those contained in the Confidentiality Agreements; or (by public announcement or otherwiseB) by any Person, other than Parent or its affiliates, in a merger or other business combination involving complying with Rule 14e-2 promulgated under the Company or any Subsidiary of the Company or any inquiry, proposal or offer Exchange Act with regard to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyan Acquisition Proposal.

No Solicitation. The (a) From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Article 7, the Company and its Subsidiaries shall not, nor and each of them shall it permit any of use its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of reasonable best efforts to cause the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") Representatives not to, directly or indirectly, (i) solicit, initiateinitiate or encourage, or knowingly take any other action intended to facilitate or with the submission reasonably foreseeable effect of facilitating, any inquiry in connection with, or the making of any proposal by any party that constitutes, an Acquisition Proposal or any inquiries regarding any Acquisition Proposal(other than the Offer and the Merger), (ii) participate in any discussions or negotiations regardingwith any party (other than Parent, Purchaser or the Parent Representatives) regarding an Acquisition Proposal, (iii) furnish to any Person party (including any parties with which other than Parent, Purchaser or the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition ProposalParent Representatives) any information intended to facilitate, or with respect to its businessthe reasonably foreseeable effect of facilitating, properties or assets, for the purpose of facilitating the consummation of, any an Acquisition Proposal, or (iiiiv) enter into any agreement agreement, arrangement or understanding with respect to to, or otherwise endorse, any Acquisition Proposal; provided, however, that the foregoing nothing contained in this Section 5.10(a) shall not prohibit the Company or any of its Subsidiaries Board or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) Special Committee from furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposalto, or (B) engaging in discussions or negotiations with such Person who has made with, any party that makes an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses Proposal if (A) Purchaser has not yet accepted for payment and paid for Shares in the Offer, (B) only to the extent that the Board of Directors of the Company shall have concluded Board determines in good faith, faith after consultation with its outside legal counsel, that failing to take such action is necessary in order for the Board would create a reasonable likelihood of Directors to comply with a breach of its fiduciary duties to the stockholders Company’s shareholders under applicable Law, (C) the Acquisition Proposal constitutes a Superior Proposal, (D) prior to furnishing such information to, or engaging in discussions or negotiations with, such party, the Company receives from such party an executed confidentiality agreement with terms no less favorable to the Company, in all material respects, than those contained in the Confidentiality Agreement, and (E) the Company notifies Parent not less than three (3) Business Days prior to taking such action (which notice shall identify the party making the proposal, and describe the material terms thereof). The Company agrees that it shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. (b) The Company Board shall not withdraw (or modify in a manner adverse to Parent or Purchaser) or propose publicly to withdraw (or modify in a manner adverse to Parent or Purchaser) the Company Board Recommendation, or recommend, or propose publicly to recommend, the approval or adoption of any Acquisition Proposal (other than an Acquisition Proposal made by Parent) (such action is referred to herein as an “Adverse Recommendation Change”), unless (A) the Company Board determines in good faith after consultation with its outside legal counsel that the failure to make such an Adverse Recommendation Change would create a reasonable likelihood of a breach of its fiduciary duties to the Company’s shareholders under applicable Law, (B) the Company shall have complied in all respects with this Section 5.10 (other than immaterial failures to comply that do not prejudice Purchaser or Parent in any respect), (C) the Company shall have given Parent at least three (3) Business Days prior written notice of its intent to make an Adverse Recommendation Change and, in the event such Adverse Recommendation Change is the result of having received an Acquisition Proposal, attaching a description (if applicable) of all material terms and conditions of such Acquisition Proposal (it being agreed that any amendment to the amount or form of consideration of the Acquisition Proposal shall require a new notice and a new three (3) Business Day period), (D) during such three (3) Business Day period, the Company engages in good faith negotiations with Parent with respect to such changes to the terms of the Offer, the Merger and this Agreement as may be proposed by Parent, and (E) if applicable, the Company does not receive from Parent a definitive and binding offer to enter into a definitive agreement which the Company Board determines, in good faith in consultation with its financial advisors, is at least as favorable to the shareholders of the Company as the Acquisition Proposal. Notwithstanding the foregoing, a communication by the Company Board to the shareholders of the Company pursuant to Rule 14e-2(a) or Rule 14d-9 of the Exchange Act shall not, in and of itself, be deemed to constitute an Adverse Recommendation Change, but any statement by the Company pursuant to Rule 14e-2(a) other than a recommendation to Company shareholders to accept the Offer (or any failure to make within the prescribed time period a recommendation to Company shareholders) shall be considered an Adverse Recommendation Change. (c) If at any time prior to the acceptance for payment and payment of Shares by Purchaser in the Offer, the Company Board determines in good faith after consultation with its outside legal counsel, that the failure to accept an unsolicited Superior Proposal that did not result from a breach of this Section 5.10 would create a reasonable likelihood of a breach of its fiduciary duties to the Company’s shareholders under applicable law. For purposes of Law, the Company Board may terminate this Agreement pursuant to Section 7.3 hereof; provided, however, that the Company shall not terminate this Agreement, "ACQUISITION PROPOSAL" means and any proposal or offer forsuch termination shall be void and of no force and effect, or any expression of interest unless (i) the Company pays to Parent the Termination Payment required by public announcement or otherwiseSection 7.5(a) by any Personand enters into a definitive agreement concerning the Superior Proposal, (ii) the Company shall have complied in all respects with this Section 5.10 (other than immaterial failures to comply that do not prejudice Purchaser or Parent in any respect), (iii) the Company shall have given Parent at least three (3) Business Days prior written notice of its intent to terminate the Agreement, attaching a description of all material terms and conditions of the Superior Proposal to such notice (it being agreed that any amendments to the amount or its affiliatesform of consideration of the Superior Proposal shall require a new notice and a new three (3) Business Day period), (iv) during such three (3) Business Day period, the Company engages in good faith negotiations with Parent with respect to such changes to the terms of the Offer, the Merger and this Agreement as may be proposed by Parent, and (v) Parent does not make prior to such termination a definitive and binding offer to enter into a definitive agreement which the Company Board determines, in a merger or other business combination involving good faith in consultation with its financial advisors is at least as favorable to the Company or any Subsidiary shareholders of the Company as the Superior Proposal; provided, however, that if the Superior Proposal consists entirely of cash consideration, an offer by Parent involving per share cash consideration payable to holders of Common Shares equal to or any inquiryin excess of the per share cash consideration described in the Superior Proposal shall be deemed “at least as favorable to the shareholders” of the Company as the Superior Proposal; provided that the conditions to Parent’s obligation to close the Merger are, proposal or offer to acquire in any manner (including through a joint venture the opinion of the Company’s Board determined in good faith after consultation with the Company)’s legal counsel, directly or indirectly, all or any significant portion of the assets or capital stock of no more onerous to the Company or any Subsidiary of and its shareholders than those contained in the CompanySuperior Proposal.

No Solicitation. The During the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms, the date directors designated by Parent or Sub have been elected to and shall constitute a majority of the Company Board of Directors or the Effective Time, the Company shall not, nor shall it authorize or permit any of its Subsidiaries to, nor shall it authorize or permit any officer, directordirector or employee of, employeeor any investment banker, agent attorney or other advisor or representative of (collectively, “Representatives”) of, the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) directly or indirectly solicit, initiate, or encourage, knowingly facilitate or induce any inquiry with respect to, or the making, submission of or announcement of, any Acquisition Proposal or any inquiries regarding any Acquisition Proposal(as defined in Section 5.02(f)), (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 any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (including any parties with which the Company or any representative of the Company has previously engaged iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, except as to the existence of the provisions of this Section 5.02, (iv) any information with respect to its businessapprove, properties endorse or assets, for the purpose of facilitating the consummation of, recommend any Acquisition ProposalProposal (except to the extent specifically permitted pursuant to Section 5.02(d)), or (iiiv) enter into any agreement letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal or transaction contemplated thereby. The Company and its Subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company From and after the date hereof until the termination of this Agreement, Beacon Federal shall not, nor and shall it permit any of its Subsidiaries to, nor shall it not authorize or permit any officer, director, employee, agent or representative of the Company Beacon Federal Subsidiary or any of its Subsidiaries their respective officers, directors, employees, representatives, agents and affiliates ("COMPANY REPRESENTATIVES") toincluding, without limitation, any investment banker, attorney or accountant retained by Beacon Federal or any of the Beacon Federal Subsidiaries), directly or indirectly, (i) solicit, initiate, solicit or knowingly facilitate encourage (including by way of furnishing non-public information or assistance) any inquiries or the submission making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined below), or enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries regarding or to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing nothing contained in this Section 6.11 shall not prohibit the Company Board of Directors of Beacon Federal from (i) complying with its disclosure obligations under federal or any of its Subsidiaries state law; or the Company Representatives from, (ii) prior to the acceptance for payment of Shares pursuant time that the Beacon Federal shareholders meeting has occurred, furnishing information to, or entering into discussions or negotiations with, any Person or entity that makes an unsolicited Acquisition Proposal, if, and only to the Offerextent that, (A) furnishing information pursuant to a confidentiality letter the Board of Directors of Beacon Federal determines in good faith (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)after consultation with its financial and legal advisors), with terms no less taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, that such proposal, if consummated, is reasonably likely to result in a transaction more favorable to Beacon Federal’s shareholders from a financial point of view than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company Merger; and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing Proposal was not solicited by Beacon Federal and did not otherwise result from a breach of this Section 6.11 by Beacon (such proposal that satisfies clauses (A) and (B) only being referred to herein as a “Superior Proposal”); and provided, further, nothing contained in this Agreement shall prohibit Beacon Federal from (i) issuing a “stop-look-and-listen communication” pursuant to Rule 14d-9(f) or taking and disclosing to its shareholders a position as required by Rule 14d-9 or Rule 14e-2 promulgated under the extent Exchange Act or (ii) otherwise disclosing any information to its shareholders that the Board of Directors of the Company shall have concluded Beacon Federal determines in good faith, faith (after consultation with its outside legal counsel, ) that such action it is necessary required to disclose in order for the Board of Directors to comply with not breach its fiduciary duties to the stockholders of the Company Beacon Federal’s shareholders under applicable law, subject to compliance with the requirements of this Section 6.11. Beacon Federal shall promptly, but in no event later than two (2) calendar days, notify BHLB of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with Beacon Federal or any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers, and receives from such Person an executed confidentiality agreement in form and substance identical in all material respects to the Confidentiality Agreements. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.“

No Solicitation. The Company (a) TARGET shall not, nor shall it permit any of --------------- its Subsidiaries to, nor shall it authorize or permit any officer, directordirector of employee of, employeeor any investment banker, agent attorney or other advisor or representative of the Company of, TARGET or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) solicit, solicit or initiate, or knowingly facilitate encourage the submission of of, any Acquisition Takeover Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to, or take any other action to its businessfacilitate any inquiries or the making of any proposal that constitutes, properties or assets, for the purpose of facilitating the consummation ofmay reasonably be expected to lead to, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Takeover Proposal; provided, however, that, subject to compliance with subsection (c) below and after receiving the written opinion of independent outside legal counsel to the effect that the foregoing shall failure to do so would constitute a breach by the TARGET Board of Directors of its fiduciary duties to TARGET shareholders under applicable law, TARGET may, in response to an unsolicited Takeover Proposal that (i) was not prohibit received in violation of this Section 7.8, (ii) is not subject to financing and (iii) the Company TARGET Board of Directors determines in good faith, after receipt of a written opinion of a financial advisor of nationally recognized reputation to such effect, would result in a transaction more favorable to TARGET shareholders than the Merger, (A) furnish information with respect to TARGET to any Person pursuant to a confidentiality agreement and (B) participate in negotiations regarding such Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the immediately preceding sentence by any executive officer of TARGET or any of its Subsidiaries or the Company Representatives fromany investment banker, prior to the acceptance for payment attorney or other advisor or representative of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, TARGET or any expression of interest (by public announcement its Subsidiaries, whether or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary not such person is purporting to act on behalf of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.TARGET or

No Solicitation. The Except as expressly permitted by this Section 6.1, from the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 8.1, the Company shall not, nor shall it permit any of cause its Subsidiaries subsidiaries not to and shall direct its and their respective directors, officers, employees, agents, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) initiate, solicit, initiatepropose, knowingly assist, knowingly encourage (including by way of furnishing information) or knowingly take any action to facilitate any inquiry, proposals or offers regarding, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding making of, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions with or negotiations regardingrelating to, or furnish any non-public information to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofconnection with, any Acquisition ProposalProposal (other than to state that the terms of this provision prohibit such discussions or negotiations), or (iii) enter into any agreement with respect approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; providedProposal or (iv) negotiate, howeverexecute or enter into, that the foregoing shall not prohibit the Company any merger agreement, acquisition agreement or other similar definitive agreement for any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, Acquisition Proposal (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso other than an Acceptable Confidentiality Agreement executed in accordance with Section 5.02(c6.1(b)(iii)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company ; provided that it is understood and its businesses, properties agreed that any determination or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that action by the Board of Directors of the Company expressly permitted under Section 6.1(b) or Section 6.1(c) shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors not be deemed to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes be a breach or violation of this AgreementSection 6.1(a) and, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression in the case of interest Section 6.1(b) (by public announcement or otherwise) by any Person, other than clause (iv) thereof) shall not be deemed to give Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer right to acquire in any manner (including through a joint venture with the Companyterminate this Agreement pursuant to Section 8.1(e)(ii), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company So long as the Merger Agreement has not been terminated in accordance with its terms, Seller hereby agrees that he shall notnot in his capacity as a stockholder (his duties as a director being governed by statutory law as provided in the Merger Agreement), nor and shall it not permit or authorize any of its Subsidiaries tohis affiliates, nor shall it authorize representatives or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") agents to, directly or indirectly, (i) encourage, solicit, initiateexplore, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any or initiate discussions or negotiations regardingwith, or furnish to provide or disclose any Person information to, any corporation, partnership, person or other entity or group (including other than Parent, the Purchaser or any parties with which of their affiliates or representatives) concerning any Company Takeover Proposal or enter into any agreement, arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any representative of other transactions contemplated by the Company has previously engaged in Merger Agreement. Seller shall immediately cease any existing activities, discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement parties conducted heretofore with respect to any Acquisition Company Takeover Proposal; provided, however, that . From and after the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes execution of this Agreement, "ACQUISITION PROPOSAL" means Seller promptly shall advise Parent orally and in writing of any proposal or offer for, Company Takeover Proposal or any expression inquiry with respect to or that could reasonably be expect to lead to any Company Takeover Proposal, the identity of interest (the person making any such Company Takeover Proposal or inquiry and the material terms of any such Company Takeover Proposal. Seller shall keep Parent fully informed of the status of any such Company Takeover Proposal or inquiry. Notwithstanding the foregoing, any action taken by public announcement or otherwise) by any Person, other than Parent or its affiliates, the Seller in his capacity as a merger or other business combination involving the Company or any Subsidiary director of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture accordance with the Company), directly or indirectly, all or any significant portion Section 5.4(b) of the assets or capital stock of the Company or any Subsidiary of the CompanyMerger Agreement shall be deemed not to violate this Section 1.5.

No Solicitation. The From and after the date hereof until the Expiration Date, Stockholder shall not (a) initiate, solicit, seek or knowingly encourage or support any inquiries, proposals or offers that constitute or may reasonably be expected to lead to, a Targacept Acquisition Proposal, (b) engage or participate in, or knowingly facilitate, any discussions or negotiations regarding any inquiries, proposals or offers that constitute, or may reasonably be expected to lead to, a Targacept Acquisition Proposal, (c) furnish to any Person other than the Company any non-public information that could reasonably be expected to be used for the purposes of formulating any Targacept Acquisition Proposal, (d) enter into any letter of intent, agreement in principle or other similar type of agreement relating to a Targacept Acquisition Proposal, or enter into any agreement or agreement in principle requiring Targacept to abandon, terminate or fail to consummate the transactions contemplated hereby, (e) initiate a stockholders’ vote or action by consent of the Targacept’s stockholders with respect to a Targacept Acquisition Proposal, (f) except by reason of this Agreement, become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of Targacept that takes any action in support of a Targacept Acquisition Proposal or (g) propose or agree to do any of the foregoing. In the event that Stockholder is a corporation, partnership, trust or other entity, it shall not, nor shall it not permit any of its Subsidiaries or Affiliates to, nor shall it authorize or permit any officer, director, employee, agent director or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") toStockholder, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives fromAffiliates to, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors undertake any of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of actions contemplated by this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanySection 7.

No Solicitation. The Company (a) OrthAlliance agrees that it and its Subsidiaries, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and agents shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) encourage, solicit, initiate, facilitate, entertain or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding accept any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal or enter into any arrangement, understanding or agreement requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement, (iii) propose or make any Acquisition Proposal to any Person other than OCA and OCA Merger Sub, (iv) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than OCA and OCA Merger Sub) in connection with or with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (v) authorize or permit its Subsidiaries, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and agents to do any of the foregoing; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives fromOrthAlliance, prior in response to the acceptance for payment of Shares pursuant to the Offeran unsolicited, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c))bona fide, with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, may, after giving notice to OCA and without limiting OrthAlliance's obligations under Section 8.4, take one or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in more of the foregoing clauses (A) and (B) only to the extent that following actions if the Board of Directors of the Company shall have concluded OrthAlliance determines in good faith, after consultation with its outside legal counsel, faith that the failure to take such action is necessary in order for or actions would violate the fiduciary obligations of such Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement: (1) participate or engage in such discussions or negotiations with the Person making such Acquisition Proposal regarding such unsolicited, "ACQUISITION PROPOSAL" means any proposal bona fide, written Acquisition Proposal, (2) provide or offer for, or any expression of interest cause to be provided information to the Person making such Acquisition Proposal (by public announcement or otherwise) by any Person, other pursuant to a confidentiality agreement with terms not more favorable to such third party than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary terms of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the CompanyConfidentiality Agreement between OrthAlliance and OCA), directly or indirectlyand (3) authorize and permit its officers, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.directors, employees, representatives, investment bankers, attorneys, accountants, financial advisors and agents to take

No Solicitation. The From and after the date of this Agreement until the --------------- earlier to occur of the Effective Time or termination of this Agreement pursuant to its terms, the Company shall will not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of and the Company or any of will instruct its Subsidiaries ("COMPANY REPRESENTATIVES") directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, (ia) solicit, initiate, solicit or knowingly facilitate the encourage submission of any Acquisition Proposal or any inquiries regarding any "Acquisition Proposal" (as defined herein) by any person, entity or group (iiother than Parent and its affiliates, agents, and representatives) or (b) participate in any discussions or negotiations regardingwith, or furnish to disclose any Person (including any parties with which non-public information concerning the Company to, or any representative afford access to the properties, books, or records of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition ProposalCompany, or (iii) otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity or group (other than Parent and its affiliates, agents, and representatives) in connection with any Acquisition Proposal with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable lawCompany. For purposes of this Agreement, an "ACQUISITION PROPOSALAcquisition Proposal" means any proposal or offer forrelating to (a) any merger, consolidation, sale or any expression license of interest (by public announcement substantial assets or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination similar transactions involving the Company (other than sales or licenses of assets or inventory in the ordinary course of business or as permitted by this Agreement) or (b) sales by the Company of any Subsidiary Company Capital Stock (including, without limitation, by way of a tender offer or an exchange offer). The Company will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company or will within one business day of receipt (a) notify Parent if, after the date of this Agreement, it receives any inquiry, proposal or offer inquiry or request for information in connection with an Acquisition Proposal or potential Acquisition Proposal and (b) notify Parent of the significant 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 acquire in any manner (including through a joint venture with occur of the Company)Effective Time or termination of this Agreement pursuant to its terms, the Company will not, and will instruct its directors, officers, employees, representatives, investment bankers, agents and affiliates not to, directly or indirectly, all make or authorize any significant portion public statement, recommendation or solicitation in support of the assets any Acquisition Proposal made by any person, entity or capital stock of the Company or any Subsidiary of the Companygroup (other than Parent).

No Solicitation. The Company shall not(a) From and after the date hereof until the Effective Time or the termination of this Agreement in accordance with Section 7.1, neither the Company, nor shall it any of its respective officers, directors, employees, representatives, agents or affiliates (including any investment banker, attorney or accountant retained by the Company or the Special Committee but excluding any affiliate of the Company that is not controlled by the Company (other than directors of the Company)) will directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action with the intention of facilitating, any inquiries or the making or submission of any Acquisition Proposal (as defined below), 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, facilitate or encourage, any effort or attempt by any other person or group to do or seek any of the foregoing, or authorize or permit any of its Subsidiaries officers, directors or employees or any of its affiliates or any investment banker, financial advisor, attorney, accountant or other representative or agent retained by it to take any such action; provided, however, that nothing contained in this Agreement shall -------- ------- prohibit the Board of Directors of the Company or the Special Committee or the Representatives from furnishing information to or entering into discussions or negotiations with any person or group that makes an unsolicited written, bona fide Acquisition Proposal, if, and only to the extent that (i) the Special Committee determines in good faith by a majority vote, after consultation with the Special Committee Financial Advisor (or other nationally reputable financial advisor) and with independent legal counsel that such proposal is, or is reasonably likely to lead to, nor a Superior Proposal (provided that the Special Committee or its advisors shall be permitted to contact such third party and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the likelihood of consummation), (ii) the Special Committee determines in good faith by a majority vote after consultation with its outside legal counsel that the failure to negotiate, or otherwise engage in discussions, with such third party would be inconsistent with the Board's fiduciary duties under applicable law, and (iii) such person or group, prior to the disclosure of any non-public information, enters into a confidentiality agreement with the Company that is not, in any material respect, less restrictive as to such person or group than the Confidentiality Agreement (as defined in Section 5.3) in terms of confidentiality and standstill restrictions and which does not contain exclusivity provisions which would prevent the Company from complying with its obligations hereunder. Without limiting the foregoing, it authorize or permit is understood that any violation of the restrictions set forth in this Section 5.1 by any officer, director, employeeemployee or affiliate of the Company (except an affiliate who is not controlled by the Company (other than a director)) or any investment banker, attorney, accountant or other advisor, agent or representative of the Company or the Special Committee, whether or not such person is purporting to act on behalf of the Company or its directors or otherwise, shall be deemed to be a breach of this Section 5.1 by the Company. (b) Except as expressly permitted by this Section 5.1, neither the Board of Directors of the Company nor the Special Committee (or any of its Subsidiaries ("COMPANY REPRESENTATIVES"other committee thereof) to, directly or indirectly, shall (i) solicit, initiateapprove or recommend, or knowingly facilitate the submission of any Acquisition Proposal propose to approve or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofrecommend, any Acquisition Proposal, or (iiiii) cause the Company to accept such Acquisition Proposal and/or enter into any letter of intent, agreement with respect in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent ---------------------- -------- ------- that the Board of Directors of the Company shall have concluded (acting on the recommendation of the Special Committee) may take such actions if, and only to the extent that (A) such Acquisition Proposal is a Superior Proposal, (B) the Special Committee determines in good faithfaith by a majority vote, after consultation with its outside legal counsel, that such action is necessary in order for the failure to do so would be inconsistent with the fiduciary duty of the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes , (C) the Company is not in breach of this AgreementSection 5.1 and (D) in the case of clause (ii) above, "ACQUISITION PROPOSAL" means (I) the Company shall, prior to or simultaneously with the taking of such action, have paid or pay to Newco or its designee the Termination Fee and Expense Reimbursement referred to in Section 7.3, and (II) the Company shall have complied with its obligations under Section 7.1(h). (c) In addition to the obligations of the Company set forth in Sections (a) and (b) above, the Company shall promptly (and in any proposal event, within 24 hours) advise Newco orally and in writing of any request for information or offer forthe submission or receipt of any Acquisition Proposal, or any expression inquiry with respect to or which could lead to any Acquisition Proposal, the material terms and conditions of interest such request, Acquisition Proposal or inquiry, and the identity of the person making any such request, Acquisition Proposal or inquiry and its response or responses thereto. The Company will keep Newco fully informed of the status and material terms (by public announcement including amendments or otherwiseproposed amendments) of any such request, Acquisition Proposal or inquiry. The Company will immediately cease and cause to be terminated any activities, discussions or negotiations existing on the date of this Agreement with any parties conducted heretofore with respect to any of the foregoing, provided that this sentence will not make the provisions of Sections 5.1(a) or (b) inapplicable to a subsequent proposal by any Personsuch party. (d) As used herein, "Acquisition Proposal" means an -------------------- inquiry, offer or proposal regarding any of the following (other than Parent or its affiliatesthe Transactions contemplated by this Agreement) involving the Company: (i) any merger, in a merger consolidation, share exchange, recapitalization, liquidation, dissolution, business combination or other business combination involving the Company similar transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or any Subsidiary other disposition of the Company 15% or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion more of the assets or capital stock of the Company or any Subsidiary of the Company.the

No Solicitation. The Company From the date hereof through the Closing or the earlier termination of this Agreement, each of the Companies and the Stockholders shall not, nor and shall it permit any cause each of its Subsidiaries their respective Representatives (including without limitation investment bankers, attorneys and accountants), not to, nor shall it authorize directly or permit indirectly, enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any other way with, any corporation, partnership, person or other entity or group, other than Cordant and its Representatives, concerning any sale of all or a portion of the Assets or the Business of the Companies or MSD, or of any shares of capital stock of the Companies or MSD, or any merger, consolidation, liquidation, dissolution or similar transaction involving the Companies or MSD (each such transaction being referred to herein as a "PROPOSED ACQUISITION TRANSACTION"). None of the Companies or the Stockholders shall, directly or indirectly, through any officer, director, employee, representative, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") tootherwise, directly or indirectly, (i) solicit, initiate, initiate or knowingly facilitate encourage the submission of any proposal or offer from any person (including, without limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act) or entity relating to any Proposed Acquisition Proposal Transaction or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including other person any parties information with which respect to the Company Companies for the purposes of, or otherwise cooperate in any representative of way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person to seek or effect a Proposed Acquisition Transaction. The Stockholders and the Company has previously Companies hereby represent that neither the Stockholders nor the Companies is now engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement party other than Cordant with respect to any Acquisition Proposal; providedof the foregoing. The Stockholders and the Companies agree not to release any third party from, howeveror waive any provision of, that any confidentiality or standstill agreement to which the foregoing shall not prohibit the Company or any of its Subsidiaries Stockholders or the Company Representatives from, prior Companies is a party. This Section 6.2 does not apply to the acceptance for payment winding up, liquidation or sale of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanyInternational Pin.

No Solicitation. The Company shall Committee Members will not, nor shall it permit any and will cause their respective Affiliates and each of its Subsidiaries tohis and their respective Affiliates, nor shall it authorize or permit any officerofficers, directordirectors, employeeemployees, agent or representative representatives, consultants, partners, investment bankers, attorneys, accountants and other agents and representatives of the Company or any of its Subsidiaries such Committee Member and other agents (collectively, a Person's "COMPANY REPRESENTATIVESRepresentatives") tonot to (i) solicit, initiate or encourage (including by way of furnishing information), or take, directly or indirectly, (i) solicitany other action designed to facilitate, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regardingregarding any Acquisition Proposal. The Committee will notify Purchaser as promptly as practicable (and in any event within 24 hours) of any such offers, proposals, inquiries or furnish requests for information relating to (x) any Acquisition Proposal or (y) the purchase or acquisition by any Person (including of Securities including, without limitation, in each case, the terms and conditions thereof and the identity of the Person making it; provided, however, any transfer of Existing Shares or Securities between or among Committee Members shall not constitute or be deemed a breach of this Section 5(a). Each Committee Member will and will cause its respective Representatives to immediately cease and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations conducted heretofore with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means Purchaser is not deemed to be an Affiliate of any proposal or offer forCommittee Member. Without limiting the foregoing, or Purchaser and the Committee agree that any expression violation of interest (by public announcement or otherwisethe restrictions set forth in this Section 5(a) by any Person, other than Parent or its affiliates, in Representative of a merger or other business combination involving the Company Committee Member or any Subsidiary of the Company his Affiliates, whether or not such Person is purporting to act on behalf of such Committee Member or any inquiryof his Affiliates, proposal or offer to acquire shall constitute a breach by the Committee of this Section 5(a) if, following that violation and while this Agreement is in effect, any manner (including through a joint venture Committee Member enters into discussions with the CompanyPerson from whom the Representative encouraged, solicited, initiated or facilitated an Acquisition Proposal in violation of this Section 5(a), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.

No Solicitation. The Company (a) NHP shall not, nor shall it permit any of its Subsidiaries tosubsidiaries, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries their Representatives ("COMPANY REPRESENTATIVES") toincluding, without limitation, any investment banker, attorney or accountant retained by NHP or a subsidiary of NHP), directly or indirectly, to, (i) solicit, initiate, solicit or knowingly facilitate encourage any inquiries or proposals that 41 48 constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business combination, sale of assets representing a substantial portion of the submission assets of NHP and its subsidiaries, taken as a whole, sale of shares of capital stock (other than to NHP or a subsidiary of NHP), including, without limitation, by way of a tender offer or exchange offer by any person (other than NHP or a subsidiary of NHP) for shares of capital stock of NHP, other than the Transactions (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal Proposal"), (ii) engage in negotiations or discussions concerning, or provide to any person or entity any non-public information or data relating to NHP or any subsidiary of NHP for the purposes of, or otherwise cooperate with or assist or participate in, facilitate or encourage, any inquiries regarding or the making of any Acquisition Proposal, (iiiii) participate in any discussions agree to, approve or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, recommend any Acquisition Proposal, or (iiiiv) enter into take any agreement other action inconsistent with respect the obligations and commitments assumed by NHP pursuant to any Acquisition Proposalthis Section 6.6; provided, however, that the foregoing nothing contained in this Agreement shall not prohibit the Company prevent NHP or any its Board of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, Directors from (A) furnishing nonpublic information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposalto, or (B) engaging in entering into discussions or negotiations with, any person or entity in connection with such Person who has made an unsolicited bona fide written Acquisition ProposalProposal to NHP or its stockholders, but in each case referred to in the foregoing clauses (A) if and (B) only to the extent that (1) the Board of Directors of NHP, by action of a majority of the Company shall have concluded entire Board of Directors of NHP, or by the Board of Directors with the approval of its Independent Committee, determines in good faith, faith (after consultation with its outside legal counsel, ) that such action is necessary in order for the such Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer forand (2) prior to furnishing such non-public information to, or entering into discussions or negotiations with, such person or entity, the Board of Directors of NHP receives from such person or entity an executed confidentiality agreement with terms no less favorable to such party than those contained in the NHP Confidentiality Agreement; or (B) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal or making any expression other public disclosure that, in the opinion of interest NHP's counsel, is required by applicable law, rule or regulation; provided, that prior to making any such other public disclosure NHP shall to the extent reasonably practicable inform AIMCO that it intends to make such disclosure and consult with AIMCO regarding the necessity for such disclosure. NHP will immediately cease and cause to be terminated any existing activities, discussions or negotiations by NHP or its Representatives with any parties conducted heretofore with respect to any of the foregoing. (b) NHP shall (i) promptly notify AIMCO in writing after receipt by public announcement NHP (or otherwiseits Representatives) of any Acquisition Proposal or any inquiries indicating that any person is considering making or wishes to make an Acquisition 42 49 Proposal, (ii) promptly notify AIMCO in writing after receipt of any request for nonpublic information relating to it or any of its subsidiaries or for access to its or any of its subsidiaries' properties, books or records by any Personperson that, other than Parent to NHP's knowledge, may be considering making, or its affiliateshas made, in a merger or other business combination involving the Company or any Subsidiary an Acquisition Proposal and (iii) keep AIMCO advised of the Company status and principal financial terms of any such Acquisition Proposal, indication or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyrequest.

No Solicitation. (a) The Company shall, and shall cause its Affiliates, officers, directors, employees, financial advisors, attorneys and other advisors, representatives and agents to, immediately cease any existing activities, discussions or negotiations conducted with any parties other than Parent or Purchaser with respect to any Takeover Proposal (as defined below). The Company shall not, nor shall it authorize or permit any of its Subsidiaries Affiliates to, nor shall it authorize or permit any officer, directordirector or employee of or any financial advisor, employeeattorney or other advisor, representative or agent or representative of the Company it or any of its Subsidiaries ("COMPANY REPRESENTATIVES") toAffiliates, directly or indirectly, to (i) directly or indirectly solicit, initiatefacilitate, initiate or knowingly facilitate encourage the making or submission of, any Takeover Proposal (including, without limitation, taking any action which would make Article TENTH of any Acquisition Proposal or any inquiries regarding any Acquisition the Company's Certificate of Incorporation not applicable to a Takeover Proposal), (ii) enter into any agreement, arrangement or understanding with respect to any Takeover Proposal or enter into any agreement, arrangement or understanding requiring it to abandon or terminate this Agreement or to fail to consummate the Merger or any other transaction contemplated by this Agreement, (iii) initiate or participate in any discussions or negotiations regarding, or furnish or disclose to any Person (including other than a party to this Agreement) any parties information with which respect to, or take any other action intentionally to facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal, or (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of the Company's equity securities (other than to permit the Company or to receive a Takeover Proposal that did not result from a breach of any representative other provision of this Section 8.5(a)); provided that prior to Consummation of the Offer, in response to a Takeover Proposal that did not result from the breach of this Section 8.5 and following delivery to Parent of notice of the Takeover Proposal in compliance with its obligations under Section 8.5(d) hereof, the Company has previously engaged may (1) in response to any Takeover Proposal, request clarifications from (but not, except as contemplated by clause (2) below, participate in discussions or negotiations with) any third party which makes such Takeover Proposal, if such action is taken solely for the purpose of obtaining information reasonably necessary for the Company to ascertain whether such Takeover Proposal is a Superior Proposal, and (2) participate in discussions or negotiations with respect or furnish information (pursuant to a confidentiality/ standstill agreement with customary terms as reasonably determined in good faith by the Company after consultation with outside counsel; provided that each such agreement is at least as limiting as any such agreement between Parent and the Company) to any Acquisition Proposalthird party which has made a bona fide Takeover Proposal if (A) the Company's Board of Directors reasonably determines in good faith (after consultation with its financial advisor) that taking such action would be reasonably likely to lead to the delivery to the Company of a Superior Proposal and (B) the Company's Board of Directors determines in good faith (after consultation with outside legal 41 of 56 counsel) that it is necessary to take such actions in order to comply with its fiduciary duties under applicable Law. Without limiting the foregoing, the Company agrees that any information with respect to violation of the restrictions set forth in this Section 8.5(a) directly or indirectly by any of its businessSubsidiaries, properties officers, Affiliates or assetsdirectors or any advisor, for the purpose of facilitating the consummation ofrepresentative, any Acquisition Proposal, consultant or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit agent retained by the Company or any of its Subsidiaries or Affiliates in connection with the transactions contemplated hereby, whether or not such Person is purporting to act on behalf of the Company Representatives fromor any of its Subsidiaries, prior shall constitute a breach of this Section 8.5(a) by the Company. The Company will take all actions necessary or advisable to inform the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties appropriate individuals or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case entities referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors prior sentence of the Company shall have concluded obligations undertaken in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable lawthis Section 8.5. For purposes of this AgreementSection 8.5, "ACQUISITION PROPOSAL" means a Person shall be deemed to have facilitated or encouraged an action or result only if any proposal act or offer for, omission by such Person (i) would reasonably be expected to facilitate or any expression of interest encourage such action or result or (ii) was intended by public announcement such Person to facilitate or otherwise) by any Person, other than Parent encourage such action or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyresult.

No Solicitation. The Company shall not(a) Except with respect to the Agreement and the transactions contemplated hereby, neither the Company, nor shall it permit any of its Subsidiaries tothe Bank, nor shall it authorize or permit any officer, director, employeetrustee or employee of, agent or any investment banker, attorney or other advisor or representative of of, the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") tothe Bank, shall, directly or indirectly, (i) solicit, initiateinitiate or encourage the submission of, any Acquisition Proposal, or knowingly facilitate the submission of approve or authorize any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regardingregarding or take any other action to expedite any inquiries or the making of any proposal that constitutes, or furnish may reasonably be expected to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation oflead to, any Acquisition Proposal, or (iii) enter into furnish to any agreement Person (other than Gold Banc, or Gold Bank, an affiliate or associate of Gold Banc or Gold Bank or an officer, employee or other authorized representative of Gold Banc, Gold Bank or such affiliate or associate or the Company's counsel, accountants and financial adviser, solely for use in connection with the transactions contemplated hereby) any information with respect to any the Company or the Bank that may reasonably be expected to lead to an Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that required by the fiduciary obligations of the Board of Directors of the Company shall have concluded Company, as determined in good faith, after consultation with its outside legal counsel, that such action is necessary in order for faith by the Board of Directors based on the advice of outside counsel, the Company may (A) in response to comply an unsolicited request therefor, furnish information with respect to the Company or any Subsidiary to any Person pursuant to a customary confidentiality agreement and discuss such information with such Person, (B) upon receipt by the Company of an Acquisition Proposal, following delivery to Gold Banc of the notice required pursuant to Section 5.7(b) hereof, participate in negotiations regarding such Acquisition Proposal, and (C) modify or withdraw its fiduciary duties to recommendation that the stockholders of the Company under applicable law. For purposes vote in favor of this Agreement, "ACQUISITION PROPOSAL" means the Merger as contemplated by Section 2.12 hereof. (b) The Company shall (i) promptly notify Gold Banc of (A) the existence of any proposal or offer forrequest for confidential information with respect to, or the receipt of, any expression Acquisition Proposal, (B) any inquiry or discussions with respect to, or which would reasonably be expected to lead to, any Acquisition Proposal, (C) the execution of interest a confidentiality agreement with respect to an Acquisition Proposal, (D) the execution of any agreement with respect to the terms of an Acquisition Proposal, (E) the furnishing of any information in contemplation of an Acquisition Proposal, whether or not pursuant to a confidentiality agreement and (F) any endorsement, approval or recommendation of an Acquisition Proposal by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company Company's Board of Directors or any Subsidiary committee thereof, (ii) promptly describe to Gold Banc the terms and conditions of any Acquisition Proposal in reasonable detail, and (iii) furnish to Gold Banc all information made available to any Person making the Acquisition Proposal, or contemplating the making of an Acquisition Proposal, subject to a customary confidentiality agreement. (c) Except as may be required in the exercise of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion fiduciary duties of the assets or capital stock Board of the Company or any Subsidiary Directors of the Company, the Company shall not take any action that would enhance the ability of any other Person making an Acquisition Proposal to obtain the approval of the Company's stockholders or otherwise consummate such Acquisition Proposal without also taking a comparable action that would similarly enhance the ability of Gold Banc to obtain any necessary approval of the Company's stockholders of, and otherwise to consummate, the Merger contemplated by this Agreement or an alternative transaction initiated by Gold Banc, and concurrently withdrawing any impediments thereto that do not similarly impede such other Person.

No Solicitation. The (a) Subject to Section 5.3(b), the Company shall not, agrees that neither it nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative Subsidiary of the Company or any of shall, and that it shall direct its Subsidiaries ("COMPANY REPRESENTATIVES") and their respective Representatives not to, directly or indirectly, (i) initiate, solicit, initiate, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries, proposals or offers (including any proposal from or offer to the submission of any Acquisition Company’s stockholders) with respect to, or the making or completion of, an Alternative Proposal or any inquiries regarding inquiry, proposal or offer (including any Acquisition proposal from or offer to the Company’s stockholders) that is reasonably likely to lead to an Alternative Proposal, ; (ii) engage, continue or participate in any discussions or negotiations regardingconcerning, or furnish provide or cause to be provided any Person (including any parties with which the Company non-public information or any representative of the Company has previously engaged in discussions or negotiations with respect data relating to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposalconnection with, or have any discussions (Bother than to state that they are not permitted to have discussions and to refer to this Agreement) engaging with any person relating to, or that is reasonably likely to lead to, an Alternative Proposal; (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal; (iv) execute or enter into, any letter of intent, agreement in discussions principle, merger agreement, acquisition agreement, option agreement or negotiations with such Person who has made an unsolicited written Acquisition other similar agreement relating to any Alternative Proposal; or (v) resolve to propose or agree to do any of the foregoing; provided, but in each case referred to in the foregoing clauses (A) however, it is understood and (B) only to the extent agreed that any determination or action by the Board of Directors of the Company permitted under Section 5.3(b) or (c), or Section 7.1(g), shall have concluded not, in and of itself, be deemed to be a breach or violation of this Section 5.3(a) or, in the case of Section 5.3(b), give Parent a right to terminate this Agreement pursuant to Section 7.1(i). (b) Notwithstanding anything to the contrary in Section 5.3(a), at any time prior to the Company Stockholder Approval, the Company may, in response to an unsolicited bona fide written Alternative Proposal received after the date hereof (so long as such Alternative Proposal did not result from a breach by the Company or any Representative of this Section 5.3), (i) contact the person or group making such Alternative Proposal and its advisors solely for the purpose of clarifying the proposal and any material terms thereof and the conditions to consummation, so as to determine whether such Alternative Proposal is reasonably likely to result in a Superior Proposal and (ii) if the Board of Directors of the Company determines, in good faith, after consultation with its outside legal counselcounsel and financial advisors, that such action Alternative Proposal constitutes or is necessary reasonably expected to lead to a Superior Proposal, the Company may thereafter (A) furnish non-public information with respect to the Company and its Subsidiaries to the person or group making such Alternative Proposal and their Representatives and potential debt and equity financing sources pursuant to a customary confidentiality agreement, and (B) participate in order for discussions or negotiations with such person or group and their respective Representatives regarding such Alternative Proposal; provided, however, that the Company shall provide or make available to Parent (subject to the Confidentiality Agreement) 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. (c) Except as set forth in Section 7.1(g) or this Section 5.3(c), neither the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means nor any proposal committee thereof shall (i) withdraw or offer formodify in a manner adverse to Parent or Merger Sub, or any expression of interest (by public announcement publicly propose to withdraw or otherwise) by any Person, other than modify in a manner adverse to Parent or its affiliatesMerger Sub, the Recommendation; (ii) approve or recommend any letter of intent, agreement in a merger principle, acquisition agreement, option agreement or other business combination involving similar agreement constituting or relating to, or that is intended to be or would reasonably be likely to result in, any Alternative Proposal; or (iii) approve or recommend, or publicly propose to approve, endorse or recommend, any Alternative Proposal. Notwithstanding the foregoing, if, prior to receipt of the Company or Stockholder Approval, the Board of Directors of the Company determines in good faith that an unsolicited bona fide written Alternative Proposal received by the Company constitutes a Superior Proposal (after complying with, and giving effect to any Subsidiary commitments made by Parent pursuant to Section 7.1(g)), the Board of Directors of the Company or any committee thereof may withdraw, modify or qualify its Recommendation (a “Change of Recommendation”). (d) Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from (i) disclosing to its stockholders 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 or (ii) making any disclosure to its stockholders if the Board of Directors of the Company determines in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Board of Directors of the Company to make such disclosure would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders under applicable Law. (e) The Company promptly (and in any event within 24 hours) shall advise Parent orally and in writing of (i) any inquiries, proposals or offers reasonably expected to lead to an Alternative Proposal, (ii) any request for information relating to the Company or its Subsidiaries reasonably expected to be related to an Alternative Proposal and (iii) any inquiry or request for discussion or negotiation that would reasonably be expected to result in an Alternative Proposal, including in each case the identity of the person making any such Alternative Proposal, indication, inquiry, offer or request and the material terms and conditions of any such Alternative Proposal, indication, inquiry or offer. The Company shall keep Parent reasonably informed on a reasonably current basis of the status (including any material changes to the terms thereof) of any such discussions or negotiations regarding any such Alternative Proposal, indication, inquiry or offer or any material developments relating thereto (the Company agreeing that it 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 but it being agreed that the third parties’ financing sources may impose confidentiality restrictions on the Company with respect to their proposed financing). (f) As used in this Agreement, “Alternative Proposal” shall mean any bona fide proposal or offer to acquire in made by any manner person for (including through i) a joint venture with merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company), directly (ii) the acquisition by any person of twenty percent (20%) or indirectly, all or any significant portion more of the consolidated total assets or capital stock (based on fair market value) of the Company and its Subsidiaries, taken as a whole, or (iii) the acquisition by any Subsidiary person of twenty percent (20%) or more of the Companynumber of outstanding shares of Common Stock.

No Solicitation. The (a) Until the Effective Time, or the termination of this Agreement pursuant to Article 10, the Company shall not, nor and shall it not permit or authorize its officers, directors, employees, affiliates, agents or other representatives (including without limitation any investment banker, financial advisor, attorney or accountant retained by it) to initiate, solicit or encourage (including by way of its Subsidiaries furnishing information or assistance) or take any other action to facilitate, any inquiries or the making of any proposal relating to, nor shall it or that may reasonably be expected to lead to, any Alternative Transaction (as defined in Section 10.3(d)), or enter into discussions (except as to the existence of these provisions) or negotiate with any person or entity in furtherance of such inquiries or to obtain an Alternative Transaction, or agree to, or endorse, any Alternative Transaction, or authorize or permit any of the officers, directors, employees or agents of the Company or any investment banker, financial advisor, attorney, accountant or other representative retained by the Company to take any such action and the Company shall promptly (and in any event, within 24 hours) notify Acquiror of all relevant terms of any such inquiries or proposals received by the Company or by any such officer, director, employee, agent agent, investment banker, financial advisor, attorney, accountant or other representative relating to any of such matters and if such inquiry or proposal is in writing, the Company or any of its Subsidiaries shall promptly ("COMPANY REPRESENTATIVES") to, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate and in any discussions event, within 24 hours) deliver or negotiations regardingcause to be delivered to Acquiror a copy of such inquiry or proposal and promptly (and in any event, or furnish within 24 hours) update Acquiror as to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations material changes with respect to any Acquisition Proposal) any information with respect to its business, properties such inquiry or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposalproposal; provided, however, that the foregoing nothing contained in this subsection (a) shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors from making such disclosure to the shareholders as, in the good faith judgment of the Company shall have concluded in good faith, Company’s Board of Directors after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with required by its fiduciary duties under applicable law. (b) The Company shall immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than Acquiror and Merger Sub) conducted heretofore with respect to any Alternative Transaction. The Company agrees not to release any third party from any confidentiality or standstill agreement to which the stockholders Company is a party. (c) The Company shall inform its officers, directors and employees of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means and any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger investment banker or other business combination involving advisor or representative retained by the Company or any Subsidiary of who are aware of, and require such person to agree to abide by, the Company or any inquiry, proposal or offer to acquire restrictions described in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companythis Section 7.3.

No Solicitation. The Other than with respect to the Transaction, until the earlier to occur of the Closing or the termination of this Agreement, each of Company shall not, and Buyer agrees that neither it nor shall it permit (in the case of Company) any of its Subsidiaries tonor any of its or its Subsidiaries' officers and directors shall, nor and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' agents and other representatives (including any investment banker, attorney or accountant retained by it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES"Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to (i) solicita merger, initiatereorganization, share exchange, consolidation or knowingly facilitate the submission of any Acquisition Proposal similar transaction involving it or any inquiries regarding any Acquisition Proposalits Subsidiaries, (ii) participate any sale, lease, exchange, mortgage, pledge, transfer or purchase of all or substantially all of the assets or equity securities of, it and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions or (iii) any tender offer or exchange offer for 20% or more of the outstanding shares of the Buyer Common Stock or Company Common Stock (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Each of Company and Buyer further agrees that neither it nor any of its Subsidiaries nor (in the case of Company) any of its or its Subsidiaries' officers and directors shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' agents and representatives not to, directly or indirectly, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. Each of the Company and Buyer agrees that it will immediately cease and cause to be terminated any existing discussions or negotiations regarding, or furnish to any Person (including with any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations conducted heretofore with respect to any Acquisition Proposal. Each of the Company and Buyer agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 6.9. Notwithstanding anything contained in this Agreement to the contrary, nothing contained in this Agreement shall prevent the board of directors of Buyer, or their respective representatives from, (A) complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, if applicable, or otherwise complying with the Exchange Act; (B) providing information in response to a request therefor by a person who has made a bona fide unsolicited Acquisition Proposal; (C) engaging in any information negotiations or discussions with respect any person who has made a bona fide unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to its businessimplement an Acquisition Proposal; or (D) withdrawing or modifying the approval or recommendation by Buyer's board of directors of this Agreement, properties approving or assetsrecommending any Acquisition Proposal or causing the applicable party to enter into any letter of intent, for the purpose of facilitating the consummation ofagreement in principle, acquisition agreement or other similar agreement relating to any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; providedif, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that in each such case referred to in clause (B), (C) or (D) above, the Board Buyer's board of Directors of the Company shall have concluded directors determines in good faith, after consultation with its outside legal counsel, counsel that such action is necessary to act in order for a manner consistent with the Board of Directors to comply directors' fiduciary duties under applicable law and determines in good faith after consultation with its fiduciary duties financial advisors that the person or group making such Acquisition Proposal has adequate sources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, if consummated as proposed, is materially more favorable to the stockholders of the Company under applicable law. For purposes Buyer from a financial point of this Agreementview (any such more favorable Acquisition Proposal being referred to as a "Superior Proposal") and determines in good faith that such Superior Proposal is reasonably capable of being consummated, "ACQUISITION PROPOSAL" means any proposal or offer fortaking into account legal, or any expression of interest (by public announcement or otherwise) by any Personfinancial, regulatory and other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary aspects of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with and the Company), directly or indirectly, all or any significant portion of person making the assets or capital stock of the Company or any Subsidiary of the Companyproposal.

No Solicitation. (a) The Company shall not, nor shall it the Company permit any of its Subsidiaries or the Company Principal Shareholders to, nor shall it any of them authorize or permit any officer, directordirector or employee of, employeeor any financial advisor, agent attorney or other advisor or representative of of, the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, : (i) solicit, initiate, initiate or knowingly facilitate encourage the submission of of, any Acquisition Takeover Proposal or any inquiries regarding any Acquisition Proposal, (as defined below); (ii) enter into any agreement with respect to or approve or recommend, any Takeover Proposal; or (iii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to its businessthe Company or any Subsidiary in connection with, properties or assetstake any other action to knowingly facilitate the making of any proposal that constitutes, for the purpose of facilitating the consummation ofor may reasonably be expected to lead to, any Acquisition Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 4.4(a) by any Company Principal Shareholder, whether or (iii) enter into any agreement with respect not such person is purporting to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit act on behalf of the Company or any of its Subsidiaries or otherwise, shall be deemed to be a breach of this Section 4.4(a) by the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable lawCompany. For purposes of this Agreement, "ACQUISITION PROPOSALTakeover Proposal" means any proposal or for a merger, tender offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company its Subsidiaries or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company)manner, directly or indirectly, all an equity interest in, any voting securities of, or any significant a substantial portion of the assets or capital stock of the Company or any Subsidiary of its Subsidiaries, other than the transactions contemplated by this Agreement. (b) The Company shall promptly advise Acquiror orally and in writing of (i) any Takeover Proposal or any inquiry with respect to a potential Takeover Proposal that is received by or communicated to any officer or director of the Company or, to the knowledge of the Company, any financial advisor, attorney or other advisor or representative of the Company or any other Shareholder, (ii) the material terms of such Takeover Proposal (including a copy of any written proposal) and (iii) the identity of the person making any such Takeover Proposal. The Company will use commercially reasonable efforts to keep Acquiror fully informed of the status and details, to the extent known by the Company, of any such Takeover Proposal or inquiry.

No Solicitation. The (a) From and after the date hereof until the Effective Time or the termination of this Agreement in accordance with Section 8.1, the Company and its subsidiaries shall not, nor and the Company shall it permit direct their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any of its Subsidiaries toinvestment banker, nor shall it authorize attorney or permit any officer, director, employee, agent or representative of accountant retained by the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES"subsidiaries) not to, directly or indirectly, (i) solicit, initiate, solicit or knowingly facilitate encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate, any inquiries 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, facilitate or knowingly encourage, any effort or attempt by any other person or group to do or seek any of the foregoing or authorize any of its officers, directors or employees or any inquiries regarding 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 nothing contained in this Agreement shall prohibit the Company or the Board of Directors of the Company from, prior to the earlier to occur of the acceptance for payment for the Shares pursuant to the Offer or adoption of this Agreement by the requisite vote of the stockholders of the Company, (i) furnishing information to or (ii) entering into discussions or negotiations with any person or entity that makes an unsolicited written Acquisition Proposal, if, and only to the extent that in each case referred to in (i) and (ii) above, (A) the Board of Directors of the Company, based on the advice of independent legal counsel (who may be the Company's regularly engaged independent legal counsel), determines in good faith that the failure to do so would result in a breach of the fiduciary duty of the Board of Directors of the Company to stockholders of the Company under applicable law and (B) prior to taking such action, the Company (x) provides reasonable notice to Parent to the effect that it intends to take such action and (y) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the confidentiality agreement between Parent and the Company. (b) Except as expressly permitted by this Section 6.1, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify in a manner adverse to Parent or Purchaser or fail to make, or propose to withdraw or 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 this Agreement, (ii) participate in any discussions approve or negotiations regardingrecommend, or furnish propose to any Person (including any parties with which the Company approve or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofrecommend, any Acquisition Proposal, or (iii) cause the Company to accept such Acquisition Proposal and/or enter into any letter of intent, agreement with respect in principle, acquisition agreement or other similar agreement (each, an "Acquisition Agreement") related to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the earlier to occur of acceptance for payment of Shares pursuant to the OfferOffer or adoption of this Agreement by the requisite vote of the stockholders of the Company, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faithmay terminate this Agreement if, after consultation with its outside legal counseland only to the extent that (A) such Acquisition Proposal is a Superior Proposal, that such action is necessary in order for (B) the Board of Directors of the Company, based on the advice of independent legal counsel (who may be the Company's regularly engaged independent counsel), determines in good faith that the failure to comply with its do so would result in a breach of the fiduciary duties duty of the Board of Directors of the Company to the stockholders of the Company under applicable law. For purposes , (C) the Company complies with its obligations under Section 8.3, (D) the Company is not in breach of this AgreementSection 6.1 which breach has resulted in a Superior Proposal, "ACQUISITION PROPOSAL" means and (E) the Company shall have complied with its obligations under Section 8.1(d)(ii). (c) In addition to the obligations of the Company set forth in paragraphs (a) and (b) above, prior to providing any proposal information or offer forentering into discussions or negotiations with any person in connection with an Acquisition Proposal or any inquiry with respect to or which could lead to an Acquisition Proposal by such person, the Company shall promptly advise Parent of any request for information or the submission or receipt of any Acquisition Proposal, or any expression inquiry with respect to or which could lead to any Acquisition Proposal, the material terms and conditions of interest such request, Acquisition Proposal or inquiry, and the identity of the person making any such request, Acquisition Proposal or inquiry and its response or responses thereto. The Company will keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry and shall promptly give Parent a copy of any information delivered to such person which has not previously been delivered by public announcement or otherwise) by any Person, other than the Company to Parent or Purchaser. The Company will and will cause its affiliatessubsidiaries and the officers, in a merger or directors, employees and other business combination involving the Company or any Subsidiary agents and advisors of the Company and its subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any inquiry, proposal or offer parties conducted prior to acquire in the date of this Agreement with respect to any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyforegoing.

No Solicitation. The Company shall not(a) Subject to Section 5.12(b) hereof, nor shall it permit any from and after the date of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative this Agreement until the earlier of the Company Closing or the termination of this Agreement in accordance with its terms, neither ONBC nor any Person acting on behalf of ONBC shall, directly or indirectly, (a) solicit, initiate or respond to discussions or engage in negotiations with any Person (whether such negotiations are initiated by ONBC or otherwise) or take any other action intended or designed to facilitate the efforts of any Person, other than CBSI, relating to the possible acquisition, recapitalization or other business combination involving ONBC or any of its Subsidiaries (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any material portion of its capital stock or assets (with any such efforts by any such Person, including a firm proposal to make such an acquisition, to be referred to as "COMPANY REPRESENTATIVESTakeover Proposal") to, directly or indirectly), (ib) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any provide non-public information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company ONBC or any of its Subsidiaries to any Person, other than CBSI and its professional advisors or ONBC's professional advisors, or (c) enter into an agreement, or a letter of intent or term sheet, with any Person, other than CBSI, providing for a possible Takeover Proposal. If ONBC receives any offer or proposal relating to a Takeover Proposal, ONBC shall promptly (but in any event within 24 hours of receipt) notify CBSI thereof, including information as to the Company Representatives fromidentity of the party making any such offer or proposal and the specific terms of such offer or proposal, as the case may be. (i) Notwithstanding anything to the contrary contained in Section 5.12(a), prior to the acceptance for payment Closing or the termination of Shares pursuant to the Offerthis Agreement in accordance with its terms, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c))ONBC may, with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded ONBC determines, in good faith, after consultation with outside legal counsel, that the Board's fiduciary duties require it to do so, participate in discussions or negotiations with, and, subject to the requirements of Section 5.12(c), furnish non-public information, and afford access to the properties, books or records of ONBC or any of its Subsidiaries to any Person after such Person has delivered to ONBC in writing, an unsolicited bona fide Takeover Proposal with respect to ONBC or any of its Subsidiaries (which has not been withdrawn) which the Board of Directors of ONBC in its good faith judgment determines, after reasonable inquiry and consultation with its financial advisor (i) would be reasonably likely to result in a transaction more favorable than that contemplated by this Agreement to the shareholders of ONBC (which judgment must be reasonable), and (ii) that the Person making such Takeover Proposal is financially capable of consummating such Takeover Proposal or that the financing necessary to consummate such Takeover Proposal, to the extent required, is then committed or is capable of being obtained by such Person (a "Superior Proposal"). In addition, notwithstanding the provisions of Section 5.12(a) above, in connection with a submitted, written bona fide Takeover Proposal or potential Takeover Proposal, ONBC shall refer any third party to this Section 5.12 or make a copy of this Section 5.12 available to such third party. (ii) In the event ONBC or any of its Subsidiaries receives a Superior Proposal, nothing contained in this Agreement (but subject to the terms of this Section 5.12(b)) will prevent the Board of Directors of ONBC from recommending such Superior Proposal to the shareholders of ONBC, if the Board determines, in good faith, after consultation with outside legal counsel, that such action is necessary required by its fiduciary duties; in order for such case, the Board of Directors of ONBC may withdraw, modify or refrain from making its recommendations set forth in the relevant sections in this Agreement; provided, however, that ONBC shall (A) provide CBSI notice of any meeting of the Board of Directors of ONBC at which such Board of Directors is reasonably expected to comply with its fiduciary duties consider a Superior Proposal at the same time that notice thereof is given to the stockholders Board of Directors, (B) not recommend to its shareholders a Superior Proposal for a period of not less than the greater of two full business days and 48 hours after CBSI's receipt of a copy of such Superior Proposal and the identity of the Company under applicable law. For purposes of this Agreementthird party, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest and (by public announcement or otherwiseC) by any Person, other than Parent or its affiliates, in not enter into a merger or other business combination involving definitive agreement relating to such Superior Proposal unless CBSI fails to match the Company or any Subsidiary terms of the Company or any inquiry, proposal or offer to acquire in any manner (including through Superior Proposal within the greater of two full business days and 48 hours after CBSI's receipt of a joint venture with copy of such Superior Proposal and the Company), directly or indirectly, all or any significant portion identity of the assets or capital stock third party; and provided, further, that unless this Agreement is terminated pursuant to Article VII, nothing contained in this Section 5.12(b) shall limit ONBC's obligation to hold and convene a special meeting of its shareholders (regardless of whether the recommendation of the Company Board of Directors of ONBC shall have been withdrawn, modified or not yet made) or to provide the shareholders of ONBC with material information relating to such meeting. (c) Notwithstanding anything to the contrary herein, neither ONBC nor any Subsidiary of its Subsidiaries shall provide any non-public information to a third party unless: (x) ONBC provides such non-public information pursuant to a nondisclosure agreement with terms regarding the Companyprotection of oral or written confidential information at least as restrictive as such terms in the confidentiality agreement heretofore entered into by the parties hereto; and (y) such non-public information has been previously delivered or made available to CBSI.

No Solicitation. The Except as otherwise contemplated by this Agreement, from the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with the terms hereof, the Company agrees: (a) that it shall not, nor and the Company shall it permit direct and use commercially reasonable efforts to cause its respective officers, directors, employees, agents and representatives (including, without limitation, any of its Subsidiaries investment banker, attorney or accountant retained by it) not to, nor shall it authorize initiate, solicit or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") toencourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (iincluding, without limitation, any proposal or offer to its shareholders) solicitwith respect to a merger, initiateacquisition, consolidation or similar transaction involving, or knowingly facilitate the submission any purchase of any Acquisition Proposal all or any inquiries regarding significant portion of the assets or equity securities of, the Company (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; (iib) participate in that it will immediately cease and cause to be terminated any discussions or negotiations regardingexisting activities, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement parties conducted heretofore with respect to any Acquisition Proposalof the foregoing and will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 7.11; and (c) that, so long as it is not prohibited from doing so by the terms of a binding confidentiality obligation, it will notify Parent immediately of the identity of the potential acquiror and the terms of such person's or entity's proposal if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that the foregoing nothing contained in this Section 7.11 shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded from furnishing information to or entering into discussions or negotiations with any person or entity that makes an unsolicited written proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel, faith that such action is necessary in order required for the Board of Directors to comply with its fiduciary duties to the stockholders of shareholders. (d) Nothing in this Section 7.11 shall (x) permit the Company under applicable law. For purposes to terminate this Agreement (except as specifically provided in Article X during the term of this Agreement (it being agreed that during the term of this Agreement, "ACQUISITION PROPOSAL" means the Company shall not enter into any proposal or offer agreement with any person that provides for, or in any expression of interest way facilitates, an Acquisition Proposal (by public announcement or otherwise) by any Person, other than Parent or its affiliates, a confidentiality agreement in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Companycustomary form))), directly or indirectly, all or (y) affect any significant portion other obligation of the assets or capital stock of the Company or any Subsidiary of the Companyparty under this Agreement.

No Solicitation. The Company Except as otherwise contemplated or permitted by the Merger Agreement, and subject to Section 6 hereof, during the Support Period, Shareholder shall not, nor and shall it not permit any of its Subsidiaries to, nor shall it authorize attorney or permit any officer, director, employee, agent or other representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") retained by Shareholder to, directly or indirectly, (a) take any of the actions prohibited by [Section 6.09(a)] of the Merger Agreement that Community has agreed not to take, or (b) 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 shares of Community Common Stock in connection with any matter described in Section 2(a) of this Agreement, other than to recommend that shareholders of Community vote in favor of the adoption and approval of the Merger Agreement and the Merger, or (c) (i) otherwise initiate, solicit, initiateinduce or knowingly encourage, or knowingly take any action to facilitate the submission of making of, any Acquisition Proposal inquiry, offer or any inquiries regarding any proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, or (ii) otherwise participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any Person (iiiother than Parent or Citizens) enter into to any agreement information or data with respect to Community relating to an Acquisition Proposal. Shareholder agrees immediately to cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any Persons other than Parent or Citizens with respect to any possible Acquisition Proposal; provided, however, that Proposal and will use Shareholder’s commercially reasonable efforts to inform any representative retained by Shareholder of the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares obligations undertaken by Shareholder pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in this Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company4.

No Solicitation. The Company (a) During the Pre-Closing Period, the Sellers shall not, nor and shall it permit any cause each member of its Subsidiaries the Target Group not to, nor shall it authorize authorize, instruct or permit their respective officers, directors or employees or instruct any officerinvestment banker, director, employee, agent attorney or other advisor or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, retained by it to (i) solicit, initiate, facilitate or knowingly facilitate encourage any inquiries, proposals or offers with respect to, or the submission of of, any Acquisition Takeover Proposal by any Person (other than FID or its Affiliates or representatives) or any inquiries regarding any Acquisition inquiry, proposal or offer that is reasonably likely to lead to a Takeover Proposal, (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any non-public information with respect to, or take any other action intended or reasonably expected to its businessFinal execution version - MPL / MP2L facilitate the making of any inquiry or proposal to any member of the Target Group that constitutes, properties or assets, for the purpose of facilitating the consummation ofmay reasonably be expected to lead to, any Acquisition ProposalTakeover Proposal by any Person (other than FID or its Affiliates or their respective representatives) other than to state that they are not permitted to have discussions and to refer to this Agreement, or (iii) enter into resolve to propose or agree to do any agreement with respect to of the foregoing. It is understood that any Acquisition Proposal; providedviolation of the restrictions set forth in the preceding sentence by any officer, however, that director or employee of any member of the foregoing shall not prohibit the Company Target Group or any investment banker, attorney or other advisor or representative of its Subsidiaries any member of the Target Group, acting on behalf of, and with the specific authorization of, such member of the Target Group, shall be deemed to be a breach of this Section 5.2(a) by the Sellers. (b) The Sellers shall promptly (and in all events within one (1) Business Day) advise FID orally and in writing of the receipt of any Takeover Proposal, inquiry or the Company Representatives from, prior to the acceptance for payment indication of Shares pursuant to the Offer, (A) furnishing information pursuant interest that could lead to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Takeover Proposal, or (B) engaging in discussions or negotiations with request for nonpublic information and the material terms and conditions of any such Person who has made an unsolicited written Acquisition Takeover Proposal, but in each case referred to in inquiry or request, and the foregoing clauses (A) and (B) only to the extent that the Board of Directors identity of the Company shall have concluded Person making any such Takeover Proposal, inquiry or request (including an accurate and complete copy thereof). The Sellers will promptly keep FID informed in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders all material respects of the Company under applicable lawstatus and details (including amendments or proposed amendments) of any such Takeover Proposal. For purposes The Sellers agree not to, without the prior written consent of this AgreementFID, "ACQUISITION PROPOSAL" means release any proposal or offer forPerson from, or waive any expression of interest (by public announcement provision of, any confidentiality or otherwise) by standstill agreement to which any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through Sellers is a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyparty.

No Solicitation. (a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.1, it shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, and shall cause its officers, directors, employees, representatives, agents, and affiliates, to not (i) solicit, initiate, or knowingly facilitate encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, sale or purchase of substantial assets or stock, tender or exchange offer, or other business combination or change in control or similar transaction involving the submission of any Acquisition Proposal Company or any of its Subsidiaries, other than the transactions contemplated or permitted by this Agreement (any of the foregoing inquiries regarding any Acquisition or proposals being referred to in this Agreement as a "Takeover Proposal"), (ii) participate engage in any negotiations or discussions or negotiations regardingconcerning, or furnish provide any non-public information to any Person (including any parties with which the Company person or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofentity relating to, any Acquisition Takeover Proposal, or (iii) enter into any agreement with respect to to, agree to, approve or recommend any Acquisition Takeover Proposal; provided, however, that the foregoing nothing contained in this Agreement shall not prohibit prevent the Company or any its Board of its Subsidiaries Directors, directly or through representatives or agents on behalf of the Company Representatives fromBoard of Directors, prior to the acceptance for payment of Shares pursuant to the Offer, from (A) furnishing non-public information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposalto, or (B) engaging in entering into discussions or negotiations with, any person or entity in connection with such Person who has made an unsolicited bona fide written Acquisition ProposalTakeover Proposal by such person or entity, but in each case referred to in the foregoing clauses (A) if and (B) only to the extent that (1) such Takeover Proposal would, if consummated, result in a transaction that would, in the reasonable good faith judgment of the Board of Directors of the Company, after consultation with its financial advisors, result in a transaction more favorable to the Company's stockholders from a financial point of view than the Merger (any such more favorable Takeover Proposal being referred to in this Agreement as a "Superior Proposal") and, in the reasonable good faith judgment of the Board of Directors of the Company, after consultation with its financial advisors, the person or entity making such Superior Proposal has the financial means to conclude such transaction, (2) the failure to take such action would in the reasonable good faith judgment of the Board of Directors of the Company, on the basis of the advice of the outside corporate counsel of the Company, be contrary to the fiduciary duties of the Board of Directors of the Company shall have concluded in good faithto the Company's stockholders under applicable law; (3) prior to furnishing such non-public information to, after consultation with its outside legal counselor entering into discussions or negotiations with, that such action is necessary in order for the person or entity, such Board of Directors to comply receives from such person or entity an executed confidentiality agreement with its fiduciary duties provisions not less favorable to the stockholders Company than those contained in the Confidentiality and Non Disclosure Agreement dated December 29, 1997 between Parent and the Company, except for the provision of Section 7 thereof (the "Confidentiality Agreement") and (4) the Company shall have fully complied with this Section 6.1; or (B) complying with Rule 14d-9 and Rule 14e-2 promulgated under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in the Exchange Act with regard to a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanyTakeover Proposal.

No Solicitation. (a) The Company shall not, nor and shall it not permit or cause any of its Subsidiaries subsidiaries to, nor shall it authorize or permit any officer, director, employeeemployee or agent of, agent or any investment banker, attorney, accountant or other advisor or representative of of, the Company or any of its Subsidiaries subsidiaries or affiliates (collectively, the "COMPANY REPRESENTATIVESCompany Representatives") to, directly or indirectly, (i) initiate, solicit, initiateencourage (including by way of furnishing non-public information or assistance), induce or knowingly take any other action to facilitate any inquiries or the submission making of any Acquisition Proposal proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations offer with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any an Acquisition Proposal, or (iii) enter into engage in any agreement with respect negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, whether made before or after the date of this Agreement, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; providedPROVIDED, howeverHOWEVER, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of the Shares pursuant to the Offer, the Company may, and may authorize and permit the Company Representatives to, furnish or cause to be furnished confidential information and may participate in such negotiations and discussions or take any other action otherwise prohibited by this Section 6.07(a) with any person (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent unless such other action is subject to the proviso in restrictions of Section 5.02(c)6.07(b), in which case such other action shall only be permitted in accordance with terms no less favorable than such restrictions) that, after the Confidentiality Agreement (as defined in Section 5.03) concerning date hereof, makes a bona fide unsolicited proposal to enter into a business combination with the Company and its businesses, properties or assets pursuant to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent Proposal that the Board of Directors of the Company shall have concluded in good faithfaith reasonably determines is likely to be more favorable to the Company's shareholders than the transactions contemplated by this Agreement, but only if and to the extent that (A) the Board determines in good faith (after consultation having consulted with its outside legal counsel, ) that such action is necessary in order for its directors to comply with their fiduciary duties under applicable law, (B) prior to taking such action, the Company (x) provides advance written notice to Parent that it intends to take such action and (y) receives from such person an executed confidentiality agreement in reasonably customary form and in any event containing terms at least as stringent as those contained in the Confidentiality Agreement, (C) prior to furnishing any nonpublic information to any such person, the Company furnishes such nonpublic information to Parent (to the extent that such nonpublic information has not been previously furnished by the Company to Parent), (D) neither the Company nor any of its subsidiaries nor any of the Company Representatives shall have violated any of the provisions set forth in this Section 6.07, and (E) unless the Board determines in good faith after consulting the Company's outside counsel that doing so would result in a violation of the Board's fiduciary duties under applicable law, the Company promptly advises Parent of the identity of such person and the terms, conditions and status of any such Acquisition Proposal and provides Parent with copies of any written proposals and any amendments or revisions thereto and all correspondence related thereto. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. If not previously requested, the Company also will promptly request each person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such person by the Company or on the Company's behalf. Neither the Company nor any of its subsidiaries shall terminate, amend, modify or waive any provision of any confidentiality or standstill agreement to which it is a party and shall use its best efforts to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including, but not limited to, by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Notwithstanding the foregoing, nothing contained herein shall prevent the Company from complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal. The term "Acquisition Proposal," as used in this Agreement, shall mean any offer or proposal (whether or not in writing and whether or not delivered to the Company's shareholders generally), from any person relating to any (i) direct or indirect acquisition or purchase of a business that constitutes 15% or more of the net revenues, net income or assets of the Company and its subsidiaries taken as a whole, (ii) direct or indirect acquisition or purchase of 15% or more of any class of equity securities of the Company or any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, (iii) tender offer or exchange offer that if consummated would result in any person beneficially owning 15% more of any class of equity securities of the Company or any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, or (iv) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries whose business constitutes 15% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement. (b) Except as expressly permitted by this Section 6.07(b), the Board (or any committee thereof) shall not approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Acquisition Proposal (an "Acquisition Agreement"). The Company may, however, terminate this Agreement pursuant to Section 8.01(e)(ii) if (i) the Board of Directors of the Company has received a Superior Acquisition Proposal, (ii) in light of such Superior Acquisition Proposal, the Board has determined in good faith (after having consulted with outside legal counsel) that it would be necessary for the Board to terminate this Agreement in order to comply with its fiduciary duties obligations under applicable law, (iii) the Company has notified Parent in writing of the terms of the Superior Acquisition Proposal and the determinations described in clause (ii) above, (iv) at least five (5) business days following receipt by Parent of the notice referred to in clause (iii) above, and taking into account any revised proposal made by Parent in writing since receipt of the stockholders notice referred to in clause (iii) above, such Superior Acquisition Proposal (as the same may have been modified or amended, but provided that Parent shall have received the requisite notice of any such modification or amendment) remains a Superior Acquisition Proposal and the Board of Directors of the Company under applicable law. For purposes has again made the determinations referred to in clause (ii) above, (v) during the five (5) business day period referred to in the preceding clause (iv), the Company and its advisors shall have negotiated in good faith with Parent to make such adjustments in the terms and conditions of this Agreement as would enable Parent to proceed with the transactions contemplated by this Agreement, "ACQUISITION PROPOSAL" means any proposal (vi) the Company shall not be in breach of the provisions of Section 6.07(a) or offer for6.07(b), (vii) the Board concurrently or any expression previously approves, and the Company concurrently or previously enters into, a definitive Acquisition Agreement providing for the implementation of interest such Superior Acquisition Proposal, and (viii) the Company shall have paid the Termination Fee and Parent Expenses required by public announcement or otherwise) by any Person, other than Parent or its affiliatesSection 8.3(b), in a merger the manner contemplated thereby. The term "Superior Acquisition Proposal," as used in this Agreement, shall mean any bona fide unsolicited written Acquisition Proposal to acquire all or other business combination involving substantially all of the Company Shares or any Subsidiary assets of the Company or any inquiry, proposal or offer to acquire which the Board determines in any manner its good faith judgment (including through a joint venture after consultation with the Company)'s independent financial advisor) to be (x) on terms superior in value from a financial point of view to the holders of Shares than the transactions contemplated by this Agreement, directly or indirectly, taking into account all or the terms and conditions of such proposal and this Agreement (including any significant portion offer by Parent to amend the terms of the assets or capital stock transactions contemplated by this Agreement) and (y) reasonably capable of the Company or any Subsidiary being completed, taking into account all financial, regulatory, legal and other aspects of the Companysuch proposal.

No Solicitation. The Company (a) Except in connection with the transactions contemplated by this Agreement, XML shall not, nor shall it permit any of its Subsidiaries subsidiaries to, nor shall it authorize or permit any officer, directordirector or employee of or any investment banker, employee, agent attorney or other advisor or representative of the Company of, XML or any of its Subsidiaries ("COMPANY REPRESENTATIVES") subsidiaries to, directly or indirectly, (i) solicit, initiate, initiate or knowingly facilitate encourage the submission of of, any Acquisition Proposal or any inquiries regarding any Acquisition Proposaltakeover proposal, (ii) enter into any agreement with respect to any takeover proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to, or take any other action to its businessfacilitate any inquiries or the making of any proposal that constitutes, properties or assets, for the purpose of facilitating the consummation ofmay reasonably be expected to lead to, any Acquisition Proposaltakeover proposal. Without limiting the foregoing, or (iii) enter into it is understood that any agreement with respect to violation of the restrictions set forth in the preceding sentence by any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company executive officer of XML or any of its Subsidiaries subsidiaries or the Company Representatives fromany investment banker, prior attorney or other advisor or representatives of XML or any of its subsidiaries or otherwise, shall be deemed to the acceptance for payment be a breach of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in this Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable lawby XML. For purposes of this Agreement, "ACQUISITION PROPOSALtakeover proposal" means any proposal for a merger, consolidation or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger reorganization or other business combination involving the Company XML or any Subsidiary of the Company its subsidiaries or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company)manner, directly or indirectly, all an equity interest in, any voting securities of, or any significant options, rights, warrants or other interests convertible or exercisable for or into such voting securities, or a substantial or material portion of the assets or capital stock business of XML or any of its subsidiaries, other than the transactions contemplated by this Agreement. (b) Except upon a material breach of this Agreement by XFM or following termination hereof and except for action permitted or contemplated by this Agreement, including a party's right to terminate this Agreement under certain circumstances, neither the Board of Directors of XML nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to XFM, the approval or recommendation by such Board of Directors of any such committee of this Agreement or the Exchange or (ii) approve or recommend, or propose to approve or recommend, any takeover proposal. (c) XML promptly shall advise XFM orally and in writing of any takeover proposal or any inquiry with respect to or which could lead to any takeover proposal and the identity of the Company person making any such takeover proposal or any Subsidiary inquiry. XML will keep XFM fully informed of the Companystatus and details of any such takeover proposal or inquiry. (d) The provisions of this Section 12.7 shall not be construed to prevent any investment banker, attorney or other advisor or representative of XML to engage in discussions with third parties in the ordinary course of business with respect to transactions not involving the parties to this Agreement.

No Solicitation. The From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement pursuant to its terms, the Company shall will not, nor shall it permit any of and will instruct its Subsidiaries todirectors, nor shall it authorize or permit any officerofficers, directoremployees, employeerepresentatives, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") investment bankers, agents, and affiliates not to, directly or indirectly, indirectly (i) solicit, initiate, solicit or knowingly facilitate the encourage submission of any Acquisition Proposal (as defined herein) by any person, entity, or any inquiries regarding any Acquisition Proposalgroup (other than Parent and its affiliates, agents, and representatives) or (ii) participate in any discussions or negotiations regardingwith, or furnish to disclose any Person (including any parties with which non-public information concerning the Company to, or any representative afford access to the properties, books, or records of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposalto, or (iii) otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity, or group (other than Parent and its affiliates, agents, and representatives) in connection with any Acquisition Proposal with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable lawCompany. For purposes of this Agreement, an "ACQUISITION PROPOSALAcquisition Proposal" means any proposal or offer forrelating to (i) any merger, consolidation, sale or any expression license of interest (by public announcement substantial assets or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination similar transactions involving the Company (other than sales or licenses of assets or inventory in the ordinary course of business or as permitted by this Agreement) or (ii) sales by the Company of any Subsidiary shares of its capital stock (including, without limitation, by way of a tender offer or an exchange offer and except upon exercise of Company Options). The Company will immediately cease any and all existing activities, discussion, or negotiations with any parties conducted heretofore with respect to any of the foregoing. The Company or will promptly (i) notify Parent if it receives any inquiry, proposal or offer written inquiry or written request for information in connection with an Acquisition Proposal or potential Acquisition Proposal and (ii) notify Parent of the significant terms and conditions of any such Acquisition Proposal. In addition, from and after the date of this Agreement, until the earlier to acquire in any manner (including through a joint venture with occur of the Company)Effective Time or termination of this Agreement pursuant to its terms, the Company will not, and will instruct its directors, officers, employees, representatives, investment bankers, agents, and affiliates not to, directly or indirectly, all make or authorize any significant portion public statement, recommendation, or solicitation in support of the assets any Acquisition Proposal made by any person, entity, or capital stock of the Company or any Subsidiary of the Companygroup (other than Parent).

No Solicitation. The Company During the Restricted Period, neither the Dole Entities nor SAB shall, and each shall notcause its respective subsidiaries not to: (a) request, nor shall it permit induce, attempt to influence or have any other business contact with any distributor or supplier of goods or services to the other or its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the Affiliates (including Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES"Subsidiaries) to, directly in the Restricted Area to curtail or indirectly, (i) solicit, initiate, cancel any business they may transact in the Restricted Area with the other or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person its Affiliates (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries Subsidiaries); (b) request, induce, attempt to influence or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), have any other business contact with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors any customers of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Affiliates (including Company or any Subsidiary of its Subsidiaries) that has done business with or potential customers which have been in contact with the other or its Affiliates (including Company or any inquiry, proposal of its Subsidiaries) in the Restricted Area to curtail or offer to acquire in cancel any manner business they may transact with the other or its Affiliates (including through a joint venture Company or any of its Subsidiaries); or (c) request, induce, attempt to influence or have any other business contact with any governmental entity or regulatory authority to terminate, revoke or materially and adversely alter or impair any license, authority or permit held, owned, used or reserved for the Companyother or its Affiliates (including Company or any of its Subsidiaries). During the two year period following the Closing Date, neither Dole Entities nor SAB shall, and each shall cause its respective subsidiaries not to, request, induce, or attempt to influence any employee of the other or its subsidiaries (including Company or any of its Subsidiaries) working (directly or indirectly, all ) in the Business or any significant portion of in the assets same or capital stock of similar business in the Restricted Area to terminate his or her employment with the other or its subsidiaries (including Company or any Subsidiary of its Subsidiaries). Notwithstanding the preceding sentence, it shall not in any way restrict a party from hiring or soliciting any of the Companyother party's or their subsidiaries employees (i) which employees initially approach the hiring party for employment opportunities as a result of a newspaper ad or other general means of solicitation or (ii) which employees were not employed by such other party as of the date of such solicitation.

No Solicitation. The (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company and the Company Subsidiaries shall not, nor shall it permit any not (and the Company will use its best efforts to cause each of its Subsidiaries toand each of its Company Subsidiaries' officers, nor shall directors or management employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES"not to) to, directly or indirectly, indirectly (i) solicit, initiateencourage, engage in discussions or knowingly negotiate with any Person (whether such discussions or negotiations are initiated by the Company or otherwise) or take any other action intended or designed to facilitate the submission any inquiry or effort of any Acquisition Proposal Person (other than Parent) relating to any possible business combination with or any inquiries regarding possible acquisition of the Company (whether by way of merger, purchase of capital stock, purchase of assets or otherwise) or any Acquisition Proposalmaterial portion of its capital stock or assets (with any such efforts by any such Person, including a firm proposal to make such an acquisition, to be referred to as an "Alternative Acquisition"), (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any provide information with respect to its businessthe Company to any Person, properties or assetsother than Parent, for the purpose of facilitating the consummation ofrelating to a possible Alternative Acquisition by any Person, any Acquisition Proposalother than Parent, or (iii) enter into any an agreement with respect to any Person, other than Parent, providing for a possible Alternative Acquisition, or (iv) make or authorize any statement, recommendation or solicitation in support of any possible Alternative Acquisition Proposal; providedby any Person, however, that other than by Parent. Notwithstanding the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives fromforegoing, prior to the acceptance for payment of Shares Company Common Stock equal to at least the Minimum Tender Condition pursuant to, and subject to the conditions of, the Offer, the Company Board (or any committee thereof) may, to the extent required by the fiduciary obligations of the Company Board under Delaware law, as determined in good faith by the Company Board (or any committee thereof), in response to a proposal for an Alternative Acquisition ("Alternative Acquisition Proposal") that the Company Board (or any committee thereof) determines, in good faith after consultation with independent counsel and an independent financial advisor, is or is reasonably likely to result in a Superior Company Proposal (as defined in Section 6.02(e)), that was not solicited by the Company and that did not otherwise result from a breach of this Section 6.02(a) and subject to providing prior written notice of its decision to take such action to Parent, (x) furnish information with respect to the Company to the Person or group making such Alternative Acquisition Proposal and its representatives pursuant to a confidentiality agreement with terms not materially more favorable to the Person making the Alternative Acquisition Proposal than those applicable to Parent under the Confidentiality Agreement (except that such confidentiality agreement need not contain any standstill provisions) and (y) participate in discussions and negotiations with such Person or group and its representatives to the extent required by the fiduciary duties of the Company Board regarding such Alternative Acquisition Proposal. The Company shall, and shall cause its representatives to, cease immediately all discussions and negotiations that may have occurred prior to the date of this Agreement regarding any proposal that constitutes, or may reasonably be expected to lead to, an Alternative Acquisition Proposal. For purposes of this Section 6.02 and Section 9.02(b)(ii), the term "Person" shall include any group as defined in the Exchange Act. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.02 by any director, officer or employee of the Company or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of the Company or any Company Subsidiary shall be deemed to be a breach of this Section by the Company. (b) Neither the Company Board nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by the Company Board or any such committee of this Agreement, the Offer or the Merger, (ii) approve or cause or permit the Company to enter into any letter of intent, agreement in principle, definitive agreement or similar agreement constituting or relating to, or which is intended to or is reasonably likely to lead to any Alternative Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Alternative Acquisition Proposal or (iv) agree or resolve to take actions set forth in clauses (i), (ii) or (iii) of this sentence. Notwithstanding the foregoing, if, during the period prior to the acceptance for payment of the Company Common Stock equal to the Minimum Tender Condition pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company Board receives a Superior Company Proposal and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded Board determines in good faith, after consultation with its outside legal counsel, that such action it is necessary to do so in order for the Board of Directors to comply with its fiduciary duties obligations under Delaware law, the Company Board may, during such period, in response to a Superior Company Proposal that was unsolicited and did not otherwise result from a breach of Section 6.02(a), withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement and, in connection therewith, approve or recommend such Superior Company Proposal. (c) The Company promptly, and in any event within 24 hours, shall advise Parent in writing of any Alternative Acquisition Proposal or any inquiry with respect to or that could lead to any Alternative Acquisition Proposal, the identity of the Person or group making any such Alternative Acquisition Proposal or inquiry and the material terms of any such Alternative Acquisition Proposal or inquiry. The Company shall (i) keep Parent reasonably informed of the status, including any change to the details, of any such Alternative Acquisition Proposal or inquiry and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all material correspondence and other written material sent or provided to the Company from any third party in connection with any Alternative Acquisition Proposal or sent or provided by the Company to any third party in connection with any Alternative Acquisition Proposal. The Company cannot terminate this Agreement pursuant to Section 9.01(e) until at least seventy-two (72) hours have expired since the Company provided Parent with written notice advising Parent (i) that the Company has received a Superior Company Proposal, (ii) of the material terms and conditions (including, without limitation, price, sources of financing and any material contingencies) of such Superior Company Proposal and of the identity of the Person making such Superior Company Proposal and (iii) that the Company intends to accept such Superior Company Proposal. (d) Nothing contained in this Section 6.02 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company's stockholders if, in the good faith judgment of the Company Board, after consultation with independent counsel, failure so to disclose could be inconsistent with its obligations under applicable law. Applicable Law; provided, however, that except as set forth in Section 6.02(b), in no event shall the Company Board or any committee thereof withdraw or modify, or propose to withdraw or modify its position with respect to this Agreement, the Offer or the Merger or adopt, approve or recommend, or propose to adopt, approve or recommend any Alternative Acquisition Proposal. (e) For purposes of this Agreement, "ACQUISITION PROPOSALSuperior Company Proposal" means any proposal made by a third party to acquire all or offer forsubstantially all the equity securities or assets of the Company, or any expression other transaction for the acquisition of interest (by public announcement all or otherwise) by any Person, other than Parent substantially all the equity securities or its affiliates, in a merger or other business combination involving the Company or any Subsidiary assets of the Company or any inquiry, proposal or offer to acquire in any manner (including through a tender or exchange offer, a merger, a consolidation, a liquidation or dissolution, a recapitalization, a sale or a joint venture venture, that is on terms which the Company Board determines in its good faith judgment (after consultation with a financial adviser, with only customary qualifications, and independent legal counsel) to be superior for the Company), directly or indirectly, all or any significant portion of the assets or capital stock holders of the Company Common Stock, from a financial point of view, to the Offer and the Merger, taking into account all the terms and conditions of such proposal and this Agreement (including any proposal theretofore made by Parent to amend the terms of this Agreement, the Offer and the Merger) taking into account the likelihood of consummation in light of all financial, regulatory, legal and other aspects of such proposal (including, without limitation, any antitrust or any Subsidiary of the Companycompetition law approvals or non-objections).

No Solicitation. The Company During the Term, Stockholder shall not, nor shall it permit or authorize any of its Subsidiaries tohis agents or representatives (collectively, nor shall it authorize or permit any officer, director, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVESRepresentatives") to, (i) solicit or initiate, or encourage, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding or the submission of, any Acquisition Takeover Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company information or any representative of the Company has previously engaged in discussions or negotiations data with respect to, or take any other action to knowingly facilitate the making of any Acquisition Proposal) any information with respect proposal that constitutes, or may reasonably be expected to its business, properties or assets, for the purpose of facilitating the consummation oflead to, any Acquisition Proposal, Takeover Proposal or (iii) enter into any agreement with respect to any Acquisition Takeover Proposal or approve or resolve to approve any Takeover Proposal; provided. Upon execution of this Agreement, howeverStockholder shall, that the foregoing and he shall not prohibit the Company or cause his Representatives to, immediately cease any of its Subsidiaries or the Company Representatives fromexisting activities, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Stockholder will promptly notify Parent of the existence of any proposal, discussion, negotiation or inquiry received by Stockholder, and Stockholder will immediately communicate to Parent the terms of any proposal, discussion, negotiation or inquiry which he may receive (and will promptly provide to Parent copies of any written materials received by him in connection with such Person who has made an unsolicited written Acquisition Proposalproposal, but in each case referred to in the foregoing clauses (Adiscussion, negotiation or inquiry) and (B) only to the extent that the Board of Directors identity of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that Person making such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, inquiry or any expression of interest (by public announcement engaging in such discussion or otherwise) by any Person, other than Parent or its affiliates, negotiation. Nothing in a merger or other business combination involving this Agreement shall be construed to prohibit the Company or any Subsidiary Stockholder from taking an action solely in his capacity as an officer of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary member of the Company's Board of Directors or from exercising his fiduciary duties as a member of such Board of Directors.

No Solicitation. The Company From and after the date hereof until the Expiration Date, Stockholder shall not, nor shall it permit any of its Subsidiaries or controlled or controlling Affiliates to, nor shall it authorize or permit any officer, director, employee, agent member or representative of the Company of, Stockholder or any of its Subsidiaries ("COMPANY REPRESENTATIVES") or controlled or controlling Affiliates to, directly or indirectly, (ia) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or other assistance), or knowingly facilitate the submission of take other action to facilitate, any Acquisition Proposal inquiries, or make any inquiries regarding proposal that constitutes, or may reasonably be likely to lead to, any Acquisition Takeover Proposal, (iib) participate in any discussions or negotiations regarding, or furnish that may reasonably be likely to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation oflead to, any Acquisition Takeover Proposal, or (iiic) enter into any agreement with respect to any Acquisition Proposal; provided, however, that a Takeover Proposal (other than the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the OfferMerger Agreement), (Ad) furnishing information pursuant solicit proxies, become a “participant” in a “solicitation” or take any action to facilitate a confidentiality letter “solicitation” (provided for informational purposes as such terms are defined in Regulation 14A under the Exchange Act) with respect to Parent subject to any Takeover Proposal (other than the proviso in Section 5.02(c)Merger Agreement), (e) initiate a stockholders’ vote or action by consent of the Company’s stockholders with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets respect to a Person who has made an unsolicited written Acquisition any Takeover Proposal, or (Bf) engaging become a member of a “group” (as such term is used in discussions or negotiations Rule 13d-5(b)(1) of the Exchange Act) with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred respect to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors any voting securities of the Company shall have concluded that takes any action in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board support of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanyTakeover Proposal.

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries subsidiaries to, nor shall it authorize or permit any officer, directordirector or employee of, employeeor any investment banker, agent attorney or other advisor or representative of of, the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") subsidiaries to, directly or indirectly, (i) solicit, solicit or initiate, or knowingly facilitate encourage the submission of of, any Acquisition Proposal "competitive proposal" (as defined below in this Section 5.04(a)) or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) person any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposalto, or (iii) enter into take any agreement with respect other action to knowingly facilitate the making of any Acquisition Proposalproposal that constitutes, or may reasonably be expected to lead to, a competitive proposal; provided, however, that, prior to the Effective Time, if the Board of Directors concludes, after consultation with counsel, that its fiduciary duties to the foregoing Company's shareholders under applicable law require such action, the Company may, in response to an unsolicited competitive proposal, (x) furnish information with respect to the Company to the party making such competitive proposal and its representatives, counsel and advisors pursuant to a confidentiality agreement with such party containing customary terms and provisions regarding the nondisclosure of confidential information and (y) participate in negotiations regarding such competitive proposal; provided, further, upon the furnishing of such information to any such party, the Company shall not prohibit notify Parent that it has done so and shall identify such party in such notice. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director, officer, investment banker, attorney or other advisor or representative of the Company or any of its Subsidiaries subsidiaries, whether or the Company Representatives from, prior not such person is purporting to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary act on behalf of the Company or any inquiryof its subsidiaries or otherwise, proposal or offer shall be deemed to acquire in any manner (including through be a joint venture with the Company), directly or indirectly, all or any significant portion breach of the assets or capital stock of the Company or any Subsidiary of the Company.this Section 5.04(a) by

No Solicitation. (a) The Company shall not, nor shall it permit any of its Subsidiaries subsidiaries to, nor shall it authorize or permit any officer, directordirector or employee of or any investment banker, employeeattorney or other advisor, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") subsidiaries to, directly or indirectly, (i) solicit, initiate, initiate or knowingly facilitate encourage the submission of any Acquisition Proposal or any inquiries regarding any Acquisition Proposaltakeover proposal, (ii) enter into any agreement (other than confidentiality and standstill agreements in accordance with the immediately following proviso) with respect to any takeover proposal, or (iii) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to, or take any other action to its businessfacilitate any inquiries or the making of any proposal that constitutes, properties or assets, for the purpose of facilitating the consummation ofmay reasonably be expected to lead to, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposaltakeover proposal; provided, however, -------- ------- in the case of this clause (iii), that prior to the foregoing shall vote of stockholders of the Company for approval of the Merger (and not prohibit thereafter if the Merger is approved thereby) to the extent required by the fiduciary obligations of the Board of Directors of the Company, determined in good faith by the Board of Directors based on the advice of outside counsel, the Company may, in response to an unsolicited request therefor, furnish information to any Person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) pursuant to a confidentiality agreement on substantially the same terms as the Confidentiality Agreement, including the standstill provisions thereof, and enter into discussions or negotiations with regard to such other transaction. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any officer, director or employee of the Company or any of its Subsidiaries subsidiaries or any investment banker, attorney or other advisor, agent or representative of the Company Representatives fromCompany, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties whether or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with not such Person who has made an unsolicited written Acquisition Proposal, but in each case referred is purporting to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors act on behalf of the Company or otherwise, shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for be deemed to be a material breach of this Agreement by the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable lawCompany. For purposes of this Agreement, "ACQUISITION PROPOSALtakeover proposal" means (i) any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Personoffer, other than Parent a proposal or offer by TMW or any of its affiliates, in for a merger merger, share exchange or other business combination involving the Company (excluding an acquisition by the Company otherwise permitted to be made by the Company under this Agreement and which does not involve a direct merger with or into the Company), (ii) any proposal or offer, other than a proposal or offer by TMW or any Subsidiary of its affiliates, to acquire from the Company or any inquiry, proposal or offer to acquire of its affiliates in any manner (including through a joint venture with the Company)manner, directly or indirectly, all a greater than 10% voting or any significant portion equity interest in the Company or the acquisition of a material amount of the assets or capital stock of the Company and its subsidiaries, taken as a whole, including an investment in or any Subsidiary acquisition of securities of a subsidiary of the Company, to the extent so material, or (iii) any proposal or offer, other than a proposal or offer by TMW or any of its affiliates, to acquire from the stockholders of the Company by tender offer, exchange offer or otherwise more than 10% of the Company Shares then outstanding.

No Solicitation. The Company shall During the Term of this Agreement, except as permitted by Section of 5.5(b) of the Merger Agreement and solely to the extent of and in the Stockholder’s capacity as an officer or director of PepperBall, the Stockholder will not, nor shall it permit any of its Subsidiaries todirectly or indirectly, nor shall it authorize or permit any officerand will instruct the Stockholder’s agents, directorrepresentatives, employeeaffiliates, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") employees, officers and directors not to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing nonpublic information), or take any other action knowingly facilitate to facilitate, any inquires or the submission making of any Acquisition Proposal proposal or offer (including, without limitation, any proposal or offer to the Stockholders of PepperBall) that constitutes, or may reasonably be expected to lead to, any acquisition of PepperBall (an “Acquisition”), or enter into or maintain or continue discussion or negotiate with any person or entity in furtherance of such inquires to obtain an Acquisition, or agree to or endorse an Acquisition, or authorize or permit any of the agents, representatives, affiliates (other than in the case of a limited partnership, the limited partners hereof), employees, officers and directors, to take any such action for each Stockholder who is also an officer or director of PepperBall. Stockholder shall notify SWAT immediately after receipt by Stockholder or any inquiries regarding of Stockholder’s agents, representatives, affiliates, employees, officers and directors, of any Acquisition Proposal, (ii) participate in any discussions or negotiations regardingproposal for, or furnish to any Person (including any parties with which the Company inquiry respecting, an Acquisition or any representative request for nonpublic information in connection with such a proposal or inquiry, or for access to the properties, books or records of PepperBall by any person or entity that informs or has informed PepperBall or Stockholder that it is considering making or has made such a proposal or inquiry. Such notice to SWAT shall indicate in reasonable detail the identity of the Company has previously engaged in person making the proposal or inquiry and the terms and conditions of such proposal or inquiry. Stockholder immediately shall cease and cause to be terminated all existing discussions or negotiations with respect to any Acquisition Proposal) any information parties conducted heretofore with respect to its businessan Acquisition, properties or assetsexcept in respect of the transactions contemplated by this Agreement, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that such Stockholder is also an officer or director of PepperBall. Nothing contained in this Section 3(g) shall restrict, limit or prohibit the Board officers, directors, employees and principal stockholders of Directors of the Company shall have concluded in good faith, after consultation PepperBall from complying with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its their fiduciary duties to the stockholders of PepperBall including, without limitation, the Company under applicable law. For purposes provisions of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwiseSection 5.5(b) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanyMerger Agreement.

No Solicitation. The Company (a) Seller agrees that from the date of this Agreement until the Closing or, if earlier, the termination of this Agreement in accordance with its terms, Seller shall not, nor and Seller shall it permit any of cause the Transferred Companies and its Subsidiaries toand their respective officers, nor shall it authorize or permit any officerdirectors, directorinvestment bankers, employee, agent or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, attorneys and other advisors and representatives not to (i) initiate, solicit, encourage or knowingly take any action to facilitate any inquiries with respect to a sale or transfer of any of the capital stock or assets of any of the Transferred Companies (a “Prohibited Transaction”), or (ii) participate in any discussions or negotiations with, or provide access to its properties, books and records or any confidential information or data to, any third party regarding any Prohibited Transaction. (b) If the Merger Agreement is terminated in accordance with the provisions of Section 7.1(d) because, at a meeting of the stockholders of TLG duly convened, Seller shall not have voted in favor of the Merger Agreement or the transactions contemplated thereunder, Seller agrees that it shall not, and Seller shall cause the Transferred Companies and its and their respective officers, directors, investment bankers, attorneys and other advisors and representatives not to (i) initiate, solicit, encourage or knowingly take any action to facilitate the submission of any Acquisition Proposal or any inquiries regarding any Acquisition with respect to a Takeover Proposal, (ii) participate in any discussions or negotiations regardingwith, or furnish provide access to any Person (including any parties with which the Company its properties, books and records or any representative of the Company has previously engaged in discussions confidential information or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofdata to, any Acquisition Proposal, third party regarding any Takeover Proposal or (iii) enter into vote for or consent to any transaction contemplated by any letter of intent, merger, acquisition or similar agreement with respect to any Acquisition ProposalTakeover Proposal for a period of eighteen (18) months following such termination; provided, however, provided that the foregoing nothing herein shall not prohibit the Company Seller or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors Transferred Companies from selling common stock of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for on a “national securities exchange,” as defined under the Board Securities Exchange Act of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. 1934. (c) For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or “Takeover Proposal” shall mean any inquiry, proposal or offer from any Person (other than Purchaser or any of its Affiliates) relating to acquire (A) any acquisition, merger, consolidation, reorganization, share exchange, recapitalization, liquidation, direct or indirect business combination, asset acquisition or other similar transaction involving any of the Transferred Companies or TLG of (x) assets or businesses that constitute or represent 10% or more of the total revenue, operating income or assets of the Transferred Companies, taken as a whole immediately prior to such transaction, or TLG or (y) 10% or more of the outstanding shares of the capital stock of, or other equity or voting interests in, any of the Transferred Companies or TLG in each case other than the transactions contemplated by this Agreement or (B) any purchase or sale of, or tender offer or exchange offer for, capital stock of any of the Transferred Companies or TLG that if consummated would result in any manner (including through a joint venture with the Company), directly Person beneficially owning 10% or indirectly, all or more of any significant portion class of the assets or capital stock of the Company Transferred Companies or any Subsidiary of the CompanyTLG, as applicable.

No Solicitation. (a) The Company shall not, agrees that neither it nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any officer, director, employee, agent or representative of the respective officers and directors of the Company or any of its Subsidiaries shall, and the Company shall direct and cause its employees, agents and representatives ("COMPANY REPRESENTATIVES"including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to stockholders of the Company) with respect to a merger, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets, deposits or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal") or, except to the extent legally required for the discharge by the Company's board of directors of its fiduciary duties as advised by such board's counsel with respect to an unsolicited offer from a third party, engage in any negotiations concerning or provide any information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties (other than the Parent) conducted heretofore with respect to any of the foregoing. The Company will take the necessary steps to inform promptly the appropriate individuals or entities referred to in the first sentence hereof of the obligations undertaken in this Section 4.02(a). The Company agrees that it will notify the Parent immediately if any such inquiries, proposals or offers are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with the Company or any of its Subsidiaries. The Company also agrees that it promptly shall request each other person (other than the Parent) that has heretofore executed a confidentiality agreement in 32 connection with its consideration of acquiring the Company or any of its Subsidiaries to return all confidential information heretofore furnished to such person by or on behalf of the Company or any of Subsidiaries. (b) Except to the extent legally required for the discharge by the Company's board of directors of its fiduciary duties as advised by such board's counsel, neither the Board of Directors of the Company nor any committee thereof shall (i) solicit, initiatewithdraw or modify, or knowingly facilitate propose to withdraw or modify, in a manner adverse to Parent or Sub, the submission approval or recommendation by such Board of any Acquisition Proposal Directors of this Agreement or any inquiries regarding any Acquisition Proposalthe Merger, (ii) participate in any discussions approve or negotiations regardingrecommend, or furnish propose to any Person (including any parties with which the Company approve or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation ofrecommend, any Acquisition Proposal, takeover proposal or (iii) enter into any agreement with respect to any Acquisition Proposal; providedtakeover proposal. (c) In addition to the obligations of the Company set forth in Section 4.02(b), howeverthe Company promptly shall advise Parent orally and in writing of any request for information or of any takeover proposal, that or any inquiry with respect to or which could lead to any takeover proposal, the foregoing material terms and conditions of such request, takeover proposal or inquiry and the identity of the person making any such request, takeover proposal or inquiry. The Company will keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such request, takeover proposal or inquiry. (d) Nothing contained in this Section 4.02 shall not prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any of its Subsidiaries or the Company Representatives from, prior disclosure to the acceptance for payment of Shares pursuant to the OfferCompany's stockholders if, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that good faith judgment of the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal based on the written opinion of independent counsel, failure to do so would be inconsistent with applicable laws; provided that such action is necessary in order for the Board of Directors to comply Company does not, withdraw or modify, its position with its fiduciary duties respect to the stockholders of the Company under applicable law. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any proposal Merger or offer forapprove or recommend, or any expression propose to approve or recommend, a takeover proposal, except as permitted by the last sentence of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the CompanySection 5.03.

No Solicitation. The Company From and after the date hereof until the Expiration Date, the Stockholder, in his or her capacity as a Stockholder of the Company, shall not, nor shall it permit such Stockholder authorize any of its Subsidiaries topartner, nor shall it authorize or permit any officer, director, employee, agent advisor or representative of the Company of, such Stockholder or any of its Subsidiaries his or her affiliates, other than the Company in accordance with the terms of the Merger Agreement ("COMPANY REPRESENTATIVES"and, to the extent applicable to the Stockholder, such Stockholder shall use reasonable best efforts to prevent any of his or her representatives or affiliates, other than the Company in accordance with the terms of the Merger Agreement), to (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, directly or indirectly, (i) solicit, initiate, or knowingly facilitate the submission of any Acquisition Proposal or any inquiries regarding any an Acquisition Proposal, (iib) participate in any discussions or negotiations regarding, or furnish to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, regarding any Acquisition Proposal, or furnish, or otherwise afford access, to any person (iiiother than Buyer) enter into any agreement information or data with respect to any Acquisition Proposal; provided, however, that the foregoing shall not prohibit the Company or any of its Subsidiaries or the Company Representatives from, prior otherwise relating to the acceptance for payment of Shares pursuant to the Offeran Acquisition Proposal, (Ac) furnishing information pursuant enter into any agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal, (d) solicit proxies or become a confidentiality letter “participant” in a “solicitation” (provided for informational purposes as such terms are defined in Regulation 14A under the Exchange Act) with respect to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable an Acquisition Proposal (other than the Confidentiality Agreement Merger Agreement) or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (as defined in Section 5.03e) concerning initiate a stockholders’ vote or action by consent of the Company and its businesses, properties or assets Company’s stockholders with respect to a Person who has made an unsolicited written Acquisition Proposal, or (Bf) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes except by reason of this Agreement, "ACQUISITION PROPOSAL" means become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary voting securities of the Company or that takes any inquiry, proposal or offer to acquire action in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion support of the assets or capital stock of the Company or any Subsidiary of the Companyan Acquisition Proposal.

No Solicitation. The Company (a) During the period ending on 31 July 2015, the Seller shall not, nor and shall it permit any cause each member of its Subsidiaries the Target Group not to, nor shall it authorize authorize, instruct or permit their respective officers, directors or employees or instruct any officerinvestment banker, director, employee, agent attorney or other advisor or representative of the Company or any of its Subsidiaries ("COMPANY REPRESENTATIVES") to, directly or indirectly, retained by it to (i) solicit, initiate, facilitate or knowingly facilitate encourage any inquiries, proposals or offers with respect to, or the submission of of, any Acquisition Takeover Proposal by any Person (other than FID or its Affiliates or representatives) or any inquiries regarding any Acquisition inquiry, proposal or offer that is reasonably likely to lead to a Takeover Proposal, (ii) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any non-public information with respect to, or take any other action intended or reasonably expected to its businessfacilitate the making of any inquiry or proposal to any member of the Target Group that constitutes, properties or assets, for the purpose of facilitating the consummation ofmay reasonably be expected to lead to, any Acquisition ProposalTakeover Proposal by any Person (other than FID or its Affiliates or their respective representatives) other than to state that they are not permitted to have discussions and to refer to this Agreement, or (iii) enter into resolve to propose or agree to do any agreement with respect to of the foregoing. It is understood that any Acquisition Proposal; providedviolation of the restrictions set forth in the preceding sentence by any officer, however, that director or employee of any member of the foregoing shall not prohibit the Company Target Group or any investment banker, attorney or other advisor or representative of its Subsidiaries any member of the Target Group, acting on behalf of, and with the specific authorization of, such member of the Target Group, shall be deemed to be a breach of this Section 5.2(a) by the Seller. (b) The Seller promptly (and in all events within one (1) Business Day) shall advise FID orally and in writing of the receipt of any Takeover Proposal, inquiry or the Company Representatives from, prior to the acceptance for payment indication of Shares pursuant to the Offer, (A) furnishing information pursuant interest that could lead to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Takeover Proposal, or (B) engaging in discussions or negotiations with request for nonpublic information and the material terms and conditions of any such Person who has made an unsolicited written Acquisition Takeover Proposal, but in each case referred to in inquiry or request, and the foregoing clauses (A) and (B) only to the extent that the Board of Directors identity of the Company shall have concluded Person making any such Takeover Proposal, inquiry or request (including an accurate and complete copy thereof). The Seller will promptly keep FID informed in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders all material respects of the Company under applicable lawstatus and details (including amendments or proposed amendments) of any such Takeover Proposal. For purposes The Seller agrees not to, without the prior written consent of this AgreementFID, "ACQUISITION PROPOSAL" means release any proposal or offer forPerson from, or waive any expression of interest (by public announcement provision of, any confidentiality or otherwise) by any Person, other than Parent or its affiliates, in standstill agreement to which the Seller is a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Companyparty.

No Solicitation. (a) The Company and its officers, directors, employees, representatives, affiliates and agents shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal (as hereinafter defined) and shall send a written request to any such parties in possession of confidential information of the Company to return or destroy all such information in their possession. From and after the date hereof until the termination of this Agreement, the Company shall not, nor shall it the Company permit any of its Subsidiaries subsidiaries or affiliates to, nor shall it authorize or permit any officerof its officers, directordirectors or employees or any investment banker, employeefinancial advisor, agent attorney, accountant or other representative of the Company retained by it or any of its Subsidiaries ("COMPANY REPRESENTATIVES") subsidiaries or affiliates to, directly or indirectly, (i) solicit, initiateinitiate or knowingly encourage (including by way of furnishing non-public information or assistance), or knowingly facilitate take any other action to facilitate, any inquiries or the submission making of any proposal which constitutes, or would reasonably be expected to lead to, any Acquisition Proposal or (ii) enter into or participate in any inquiries discussions (other than a discussion which merely asks to have an unsolicited offer be presented to the Company in writing) or negotiations regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any Person (including Persons any parties with which the Company nonpublic information or otherwise cooperate in any representative of the Company has previously engaged in discussions way with, or negotiations with respect to any Acquisition Proposal) any information with respect to its businessassist or participate in, properties facilitate or assets, for the purpose of facilitating the consummation ofencourage, any effort or attempt by any other Persons to make or effect an Acquisition Proposal, Proposal or (iii) enter into any agreement agreement, arrangement or understanding with respect to to, or otherwise endorse, any Acquisition Proposal; provided, however, that the foregoing shall not prohibit if, at any time the Company or any of its Subsidiaries or the Company Representatives from, prior to the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), with terms no less favorable than the Confidentiality Agreement (as defined in Section 5.03) concerning the Company and its businesses, properties or assets to a Person who has made an unsolicited written Acquisition Proposal, or (B) engaging in discussions or negotiations with such Person who has made an unsolicited written Acquisition Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded determines in good faith, after consultation with its outside independent legal counsel (who may be the Company's regularly engaged independent counsel), that such action is necessary in order for the Board of Directors failure to comply do so would be inconsistent with its fiduciary duties to the Company or the Company's stockholders of the Company under applicable law. For purposes , the Company may in response to an unsolicited, written, bona fide Acquisition Proposal (which did not result from a breach of this Agreement, "ACQUISITION PROPOSAL" means any proposal Section 5.5 and which constitutes or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, all or any significant portion of the assets or capital stock of the Company or any Subsidiary of the Company.would

No Solicitation. Pursuant to the Merger Agreement, the Company has agreed that it and its subsidiaries and each of their respective affiliates, directors, officers, employees, agents and representatives (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries) will immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Company Takeover Proposal (as defined below). The Company shall will not, nor shall it permit any of its Subsidiaries to, nor shall will it authorize or permit any officerof its subsidiaries to, directornor will it authorize or permit any of its or its subsidiaries' affiliates, employeedirectors, agent officers, employees, agents or representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative of the Company retained by it or any of its Subsidiaries ("COMPANY REPRESENTATIVES"subsidiaries) to, directly or indirectly, (i) solicit, initiateinitiate or encourage (including by way of furnishing information or assistance), or knowingly facilitate take any other action designed to facilitate, any inquiries, any expression of interest or the submission making of any Acquisition proposal which constitutes any Company Takeover Proposal or any inquiries regarding any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to regarding any Person (including any parties with which the Company or any representative of the Company has previously engaged in discussions or negotiations with respect to any Acquisition Proposal) any information with respect to its business, properties or assets, for the purpose of facilitating the consummation of, any Acquisition Proposal, or (iii) enter into any agreement with respect to any Acquisition Takeover Proposal; provided, however, that if, during the foregoing shall not prohibit Initial Period (as defined herein), the Board of Directors of the Company or any (i) determines in good faith that such Company Takeover Proposal is a Company Superior Proposal and (ii) determines in good faith, after receiving advice of its Subsidiaries or outside counsel, that such action is necessary for the Board of Directors of the Company Representatives fromto comply with its fiduciary duties to stockholders under the DGCL, and, prior to furnishing any non-public information to such person, the acceptance for payment of Shares pursuant to the Offer, (A) furnishing information pursuant to a Company receives from such person an executed confidentiality letter (provided for informational purposes to Parent subject to the proviso in Section 5.02(c)), agreement with terms provisions no less favorable to the Company (i.e., no less restrictive with respect to the conduct of such person) than the Confidentiality Agreement (as defined herein), the Company may, in Section 5.03response to a Company Takeover Proposal not solicited in violation of this paragraph and subject to providing prior written notice of its decision to take such action to Parent (the "Company Notice") concerning and compliance with this paragraph, following delivery of the Company Notice (x) furnish information with respect to the Company and its businesses, properties or assets subsidiaries to any person making such a Person who Company Takeover Proposal (provided that such information has made an unsolicited written Acquisition Proposal, or been previously delivered to Parent) and (By) engaging participate in discussions or negotiations with regarding such Person who has made an unsolicited written Acquisition a Company Takeover Proposal, but in each case referred to in the foregoing clauses (A) and (B) only to the extent that the Board of Directors of the Company shall have concluded in good faith, after consultation with its outside legal counsel, that such action is necessary in order for the Board of Directors to comply with its fiduciary duties to the stockholders of the Company under applicable law. For purposes of this the Merger Agreement, "ACQUISITION PROPOSALCompany Takeover Proposal" means any proposal or offer for, or any expression of interest (by public announcement or otherwise) by any Person, other than Parent or its affiliates, in a merger or other business combination involving the Company or any Subsidiary of the Company or any inquiry, proposal or offer from any person relating to acquire in any manner (r) direct or indirect acquisition or purchase (including through by way of lease, exchange, sale, mortgage, pledge or otherwise, in a joint venture with the Company), directly single transaction or indirectly, all or any significant portion series of the related transactions) of substantial assets or capital stock of the Company or any Subsidiary of its subsidiaries, taken as a whole, (s) direct or indirect acquisition or purchase (including by way of lease, exchange, sale, mortgage, pledge or otherwise, in a single transaction or series of related transactions) of 20% or more of any class of equity securities of the Company.Company or any of its subsidiaries whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, 26 29